Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 07, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36576 | |
Entity Registrant Name | MARINUS PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0198082 | |
Entity Address, Address Line One | 5 Radnor Corporate Center, Suite 500 | |
Entity Address, Address Line Two | 100 Matsonford Rd | |
Entity Address, City or Town | Radnor | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19087 | |
City Area Code | 484 | |
Local Phone Number | 801-4670 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MRNS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 55,084,038 | |
Entity Central Index Key | 0001267813 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 64,676 | $ 120,572 |
Short-term investments | 29,716 | |
Accounts receivable, net | 3,435 | 3,799 |
Inventory | 4,873 | 2,413 |
Prepaid expenses and other current assets | 8,898 | 8,746 |
Total current assets | 81,882 | 165,246 |
Property and equipment, net | 3,720 | 3,843 |
Other assets | 1,481 | 1,819 |
Total assets | 87,083 | 170,908 |
Current liabilities: | ||
Accounts payable | 6,237 | 4,003 |
Current portion of notes payable | 11,550 | 11,551 |
Current portion of revenue interest financing payable | 2,849 | 2,211 |
Accrued expenses | 15,231 | 22,859 |
Total current liabilities | 35,867 | 40,624 |
Notes payable, net of deferred financing costs | 45,075 | 61,423 |
Revenue interest financing payable, net of deferred financing costs | 35,431 | 33,766 |
Contract liabilities, net | 17,844 | 17,545 |
Other long-term liabilities | 211 | 785 |
Total liabilities | 134,428 | 154,143 |
Stockholders' (deficit) equity: | ||
Common stock, $0.001 par value; 150,000,000 shares authorized, 54,971,226 issued and 54,963,919 outstanding at June 30, 2024 and 54,585,428 issued and 54,578,121 outstanding at December 31, 2023 | 55 | 55 |
Additional paid-in capital | 599,023 | 588,656 |
Treasury stock at cost, 7,307 shares at June 30, 2024 and December 31, 2023 | ||
Accumulated other comprehensive loss | (20) | |
Accumulated deficit | (646,423) | (571,926) |
Total stockholders' (deficit) equity | (47,345) | 16,765 |
Total liabilities and stockholders' (deficit) equity | $ 87,083 | $ 170,908 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 54,971,226 | 54,585,428 |
Common stock, shares outstanding | 54,963,919 | 54,578,121 |
Treasury stock, shares | 7,307 | 7,307 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Federal contract revenue | $ 87 | $ 1,814 | $ 239 | $ 8,862 |
Total revenue | 8,056 | 6,081 | 15,735 | 16,461 |
Expenses: | ||||
Research and development | 20,897 | 21,412 | 45,015 | 49,345 |
Selling, general and administrative | 16,710 | 15,722 | 35,336 | 30,926 |
Restructuring costs | 1,950 | 1,950 | ||
Total expenses | 40,292 | 37,520 | 83,792 | 80,863 |
Loss from operations | (32,236) | (31,439) | (68,057) | (64,402) |
Interest income | 1,109 | 2,128 | 2,571 | 4,471 |
Interest expense | (4,617) | (4,208) | (8,963) | (8,355) |
Other (expense) income, net | (84) | 47 | (48) | 84 |
Loss before income taxes | (35,828) | (33,472) | (74,497) | (68,202) |
Benefit for income taxes | 1,538 | 1,538 | ||
Net loss applicable to common shareholders | $ (35,828) | $ (31,934) | $ (74,497) | $ (66,664) |
Per share information: | ||||
Net loss per share of common stock-basic | $ (0.63) | $ (0.61) | $ (1.31) | $ (1.28) |
Net loss per share of common stock-diluted | $ (0.63) | $ (0.61) | $ (1.31) | $ (1.28) |
Basic weighted average shares outstanding | 57,064,095 | 52,551,918 | 56,957,953 | 52,162,962 |
Diluted weighted average shares outstanding | 57,064,095 | 52,551,918 | 56,957,953 | 52,162,962 |
Other comprehensive income: | ||||
Unrealized (loss) gain on available-for-sale securities | $ (188) | $ 20 | $ (114) | |
Total comprehensive loss | $ (35,828) | (32,122) | (74,477) | (66,778) |
Product revenue, net | ||||
Revenue: | ||||
Revenue | 7,951 | 4,249 | 15,460 | 7,581 |
Expenses: | ||||
Cost of product revenue | 735 | 386 | 1,491 | 592 |
Collaboration revenue | ||||
Revenue: | ||||
Revenue | $ 18 | $ 18 | $ 36 | $ 18 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities | |||
Net loss | $ (74,497) | $ (66,664) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 271 | 284 | |
Amortization of debt issuance costs | 1,246 | 1,102 | |
Accretion of revenue interest financing debt, net of cash paid | 2,106 | 2,916 | |
Amortization of discount on short-term investments | (149) | (669) | |
Stock-based compensation expense | 10,110 | 7,632 | |
Amortization of net contract asset/liability | (741) | (837) | |
Noncash lease expense | 443 | 102 | |
Noncash lease liability | 87 | 196 | |
Write off of fixed assets | 62 | ||
Write off of right-of-use assets | 757 | $ 0 | |
Financing costs included in interest expense | 300 | ||
Changes in operating assets and liabilities: | |||
Net contract asset/liability | 1,040 | 1,569 | |
Prepaid expenses and other current assets, non-current assets, inventory and accounts receivable | (3,160) | (7,441) | |
Accounts payable and accrued expenses | (6,115) | (4,088) | |
Net cash used in operating activities | (68,302) | (65,836) | |
Cash flows from investing activities | |||
Maturities of short-term investments | 29,885 | 5,000 | |
Purchases of short-term investments | (51,995) | ||
Purchases of property and equipment | (38) | ||
Net cash provided by (used in) investing activities | 29,847 | (46,991) | |
Cash flows from financing activities | |||
Proceeds from exercise of stock options | 257 | 484 | |
Prepayments of long-term debt, including financing costs | (17,698) | ||
Other cash flows from financing activities | (421) | ||
Net cash (used in) provided by financing activities | (17,441) | 63 | |
Net decrease in cash and cash equivalents | (55,896) | (112,764) | |
Cash and cash equivalents-beginning of period | 120,572 | 240,551 | 240,551 |
Cash and cash equivalents-end of period | 64,676 | 127,787 | $ 120,572 |
Supplemental disclosure of cash flow information | |||
Unrealized gain (loss) on short-term investments | 20 | (114) | |
Property and equipment in accounts payable | 60 | ||
Cash paid for interest during the period | $ 5,611 | 4,336 | |
Cash paid for income taxes during the period | $ 163 |
CONSOLIDATED STATEMENTS OF (DEF
CONSOLIDATED STATEMENTS OF (DEFICIT) EQUITY - USD ($) $ in Thousands | Series A Convertible Preferred Stock Preferred Stock | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance Beginning at Dec. 31, 2022 | $ 4,043 | $ 50 | $ 542,428 | $ (430,521) | $ 116,000 | ||
Balance Beginning (in shares) at Dec. 31, 2022 | 4,300 | 49,642,767 | 7,307 | ||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||
Stock-based compensation expense | 3,741 | 3,741 | |||||
Net issuance of common stock in connection with the vesting of restricted stock (in shares) | 22,350 | ||||||
Unrealized gain (loss) on short-term investments | $ 74 | 74 | |||||
Net Income (Loss) | (34,730) | (34,730) | |||||
Balance Ending at Mar. 31, 2023 | $ 4,043 | $ 50 | 546,169 | 74 | (465,251) | 85,085 | |
Balance Ending (in shares) at Mar. 31, 2023 | 4,300 | 49,665,117 | 7,307 | ||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||
Stock-based compensation expense | 3,891 | 3,891 | |||||
Net issuance of common stock in connection with the vesting of restricted stock (in shares) | 11,625 | ||||||
Exercise of stock options | 485 | 485 | |||||
Exercise of stock options (in shares) | 72,440 | ||||||
Conversion of convertible preferred stock into common | $ (4,043) | $ 1 | 4,042 | ||||
Conversion of convertible preferred stock into common stock (in shares) | (4,300) | 860,000 | |||||
Unrealized gain (loss) on short-term investments | (188) | (188) | |||||
Net Income (Loss) | (31,934) | (31,934) | |||||
Balance Ending at Jun. 30, 2023 | $ 51 | 554,587 | (114) | (497,185) | 57,339 | ||
Balance Ending (in shares) at Jun. 30, 2023 | 50,609,182 | 7,307 | |||||
Balance Beginning at Dec. 31, 2023 | $ 55 | 588,656 | (20) | (571,926) | 16,765 | ||
Balance Beginning (in shares) at Dec. 31, 2023 | 54,578,121 | 7,307 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||
Stock-based compensation expense | 5,193 | 5,193 | |||||
Net issuance of common stock in connection with the vesting of restricted stock (in shares) | 295,256 | ||||||
Exercise of stock options | 257 | 257 | |||||
Exercise of stock options (in shares) | 57,665 | ||||||
Unrealized gain (loss) on short-term investments | 20 | 20 | |||||
Net Income (Loss) | (38,669) | (38,669) | |||||
Balance Ending at Mar. 31, 2024 | $ 55 | 594,106 | (610,595) | (16,434) | |||
Balance Ending (in shares) at Mar. 31, 2024 | 54,931,042 | 7,307 | |||||
Balance Beginning at Dec. 31, 2023 | $ 55 | 588,656 | $ (20) | (571,926) | 16,765 | ||
Balance Beginning (in shares) at Dec. 31, 2023 | 54,578,121 | 7,307 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||
Net Income (Loss) | (74,500) | ||||||
Balance Ending at Jun. 30, 2024 | $ 55 | 599,023 | (646,423) | (47,345) | |||
Balance Ending (in shares) at Jun. 30, 2024 | 54,963,919 | 7,307 | |||||
Balance Beginning at Mar. 31, 2024 | $ 55 | 594,106 | (610,595) | (16,434) | |||
Balance Beginning (in shares) at Mar. 31, 2024 | 54,931,042 | 7,307 | |||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||||
Stock-based compensation expense | 4,917 | 4,917 | |||||
Net issuance of common stock in connection with the vesting of restricted stock (in shares) | 32,877 | ||||||
Net Income (Loss) | (35,828) | (35,828) | |||||
Balance Ending at Jun. 30, 2024 | $ 55 | $ 599,023 | $ (646,423) | $ (47,345) | |||
Balance Ending (in shares) at Jun. 30, 2024 | 54,963,919 | 7,307 |
Description of the Business and
Description of the Business and Liquidity | 6 Months Ended |
Jun. 30, 2024 | |
Description of the Business and Liquidity | |
Description of the Business and Liquidity | 1. Description of the Business and Liquidity We are a commercial-stage pharmaceutical company dedicated to the development of innovative therapeutics for the treatment of seizure disorders, including rare genetic epilepsies and status epilepticus (SE). On March 18, 2022, the U.S. Food and Drug Administration (FDA) approved our new drug application (NDA) for the use of ZTALMY® (ganaxolone) oral suspension CV for the treatment of seizures associated with Cyclin-dependent Kinase-like 5 (CDKL5) Deficiency Disorder (CDD) in patients two years of age and older. ZTALMY, our first FDA approved product, became available for commercial sale and shipment in the third quarter of 2022. , We are also developing ganaxolone for the treatment of other rare genetic epilepsies, including Tuberous Sclerosis Complex (TSC). Top-line results from our Phase 3 TSC (TrustTSC) clinical trial are expected in the first half of the fourth quarter of 2024. TSC is a rare, multisystem genetic disorder caused by inherited mutations in the TSC1 gene or TSC2 gene. TSC is often characterized by non-cancerous tumors, skin abnormalities, and severe neurological manifestations including refractory seizures and neurodevelopmental delays. TSC is a leading cause of genetic epilepsy. We recently announced top-line results from our Phase 3 RAISE trial of intravenous (IV) ganaxolone for the treatment of Refractory Status Epilepticus (RSE). Status Epilepticus (SE) is a life-threatening condition characterized by continuous, prolonged seizures or rapidly recurring seizures without intervening recovery of consciousness. If SE is not treated urgently, permanent neuronal damage may occur, which contributes to high rates of morbidity and mortality. Patients with SE who do not respond to first-line benzodiazepine treatment are classified as having Established Status Epilepticus (ESE) and those who then progress to and subsequently fail at least one second-line antiepileptic drug (AED) are classified as having RSE. The top-line results from RAISE showed that the trial met its first co-primary endpoint, a statistically significant proportion of patients had status epilepticus cessation within 30 minutes of initiating IV ganaxolone compared to placebo, but failed to achieve statistical significance on its second co-primary endpoint, the proportion of patients not progressing to IV anesthesia for 36 hours following initiation of IV ganaxolone compared to placebo. We continue to analyze the full RAISE dataset and plan to request a meeting with the FDA to discuss a potential path forward for IV ganaxolone in RSE. We are developing ganaxolone in formulations for two different routes of administration: IV and oral. The different formulations are intended to maximize potential therapeutic applications of ganaxolone for adult and pediatric patient populations, in both acute and chronic care. While the precise mechanism by which ganaxolone exerts its therapeutic effects in the treatment of seizures is unknown, its anticonvulsant effects are thought to result from positive allosteric modulation of the gamma-aminobutyric acid type A (GABA A A Liquidity Since inception, we have incurred negative cash flows from our operations, and other than for the three months ended September 30, 2022 due to a one-time net gain from the sale of our Priority Review Voucher (PRV), we have incurred net losses. We incurred a Net loss of $74.5 million for the six months ended June 30, 2024. There is no assurance that profitable operations will be achieved in the future, and if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of ganaxolone (in indications other than CDD in the U.S.) will require significant additional financing. Our accumulated deficit as of June 30, 2024 was $646.4 million, and we expect to incur substantial losses in future periods. We plan to finance our future operations with a combination of proceeds from the issuance of equity securities, the issuance of debt, government funding, collaborations, licensing transactions and other commercial transactions or other sources, and revenues from product sales. We have not generated positive cash flows from operations, and there are no assurances that we will be successful in obtaining an adequate level of financing for the continued development and commercialization of ganaxolone. Management’s operating plan, which underlies the analysis of our ability to continue as a going concern, involves the estimation of the amount and timing of future cash inflows and outflows. Actual results could vary from the operating plan. We follow the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 205-40, Presentation of Financial Statements—Going Concern, which requires management to assess our ability to continue as a going concern within one year after the date the financial statements are issued. We had Cash and cash equivalents of $64.7 million as of June 30, 2024. We believe that such amount is not sufficient to fund our operations for the one-year period after the date these financial statements are issued. As a result, there is substantial doubt about our ability to continue as a going concern through the one-year period from the date these financial statements are issued. Cost reduction activities were implemented in the second quarter of 2024 as further discussed in Note 13. Management’s plans that are intended to further mitigate this risk include securing additional funding in the future from one or more equity or debt financings, government funding, collaborations, licensing transactions, other commercial or strategic transactions or other sources. However, there can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms acceptable to us. We have and will continue to evaluate alternatives to extend our operations beyond the one-year period after the date the financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Marinus Pharmaceuticals, Inc. (a Delaware corporation) as well as the accounts of Marinus Pharmaceuticals Emerald Limited (an Ireland company incorporated in February 2021), a wholly owned subsidiary requiring consolidation. Marinus Pharmaceuticals Emerald Limited serves as a corporate presence in the European Union for regulatory purposes. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information and disclosures necessary for a presentation of our financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the U.S. (GAAP) for annual financial statements. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023 and accompanying notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 5, 2024. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from such estimates. Product Revenue, net We recognize ZTALMY revenue in accordance with ASC 606 – Revenue from contracts with customers. Our revenue recognition analysis consists of the following steps: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are capable of being distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue as we satisfy each performance obligation. Our first FDA approved product, ZTALMY, became available for commercial sale and shipment in the third quarter of 2022. We have three customers, one of which, Orsini Pharmaceutical Services, LLC (Orsini), a specialty pharmacy that dispenses ZTALMY directly to patients, represents approximately 99% of our ZTALMY revenue to date. Our contract with Orsini has a single performance obligation to deliver ZTALMY upon receipt of a purchase order, which is satisfied when Orsini receives ZTALMY. We recognize ZTALMY revenue at the point in time when control of ZTALMY is transferred to Orsini, which is upon delivery to Orsini. The transaction price that we recognize for ZTALMY revenue includes an estimate of variable consideration. Shipping and handling costs to Orsini are recorded as selling, general and administrative expenses. The components of variable consideration include: Trade Discounts and Allowances. Product Returns and Recall. Government Rebates. Patient Assistance . Federal Contract Revenue We recognize Federal contract revenue from the BARDA Contract in the period in which the allowable research and development expenses are incurred, and receivables associated with this revenue are included within Accounts receivable, net on our interim consolidated balance sheets. This revenue is not within the scope of ASC 606 – Revenue from contracts with customers. Short-term Investments Accounts Receivable, net Net trade receivables related to ZTALMY sales, which are recorded in Accounts receivable, net on the consolidated balance sheets, were approximately $2.9 million and $2.6 million as of June 30, 2024 and December 31, 2023, respectively. As of both June 30, 2024 and December 31, 2023, we had no allowance for doubtful accounts. An allowance for doubtful accounts is determined based on our assessment of the credit worthiness and financial condition of our customers, aging of receivables, as well as the general economic environment. Any allowance would reduce the net receivables to the amount that is expected to be collected. We have three customers, one of which, Orsini Pharmaceutical Services, LLC (Orsini), a specialty pharmacy that dispenses ZTALMY directly to patients, represents approximately 99% of our ZTALMY revenue to date. Payment terms for Orsini are 30 days from the shipment date. Excluding net trade receivables, Accounts receivable, net represents amounts due to us under the BARDA contract for valid expenditures expected to be reimbursed to us under the terms of the BARDA contract and current amounts due to us from Orion under the collaboration agreement (Note 12). Inventory Debt Issuance Costs Debt issuance costs incurred in connection with Note payable (Note 10) and Revenue interest financing payable (Note 11) are amortized to Interest expense over the term of the respective financing arrangement using the effective-interest method. Debt issuance costs, net of related amortization, are deducted from the carrying value of the related debt. Contract Liabilities, net When consideration is received, or such consideration is unconditionally due, from a customer prior to completing our performance obligation to the customer under the terms of a contract, a Contract liability is recorded. Contract liabilities expected to be recognized as revenue or a reduction of expense within the 12 months following the balance sheet date are classified as Current liabilities. Contract liabilities not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as Long-term liabilities. In accordance with ASC 210-20, our Contract liabilities were partially offset by our Contract assets at June 30, 2024, as further discussed in Note 12. Liability Related to Revenue Interest Financing and Non-Cash Interest Expense In October 2022, we recognized a liability related to the Revenue Interest Financing Agreement with Sagard Healthcare Royalty Partners, LP (Sagard) under ASC 470-10 Deb Interest - Imputation of Interest generated over the life of the Revenue Interest Financing Agreement, and a significant increase or decrease in these estimates could materially impact the liability balance and the related Interest expense. If the timing or amounts of any estimated future revenue and related payments change, we will prospectively adjust the effective interest and the related amortization of the liability and related issuance costs. The liability related to the Revenue Interest Financing Agreement with Sagard is further discussed in Note 11. Collaboration and Licensing Revenue We may enter into collaboration and licensing arrangements for research and development, manufacturing, and commercialization activities with counterparties for the development and commercialization of our product candidates. These arrangements may contain multiple components, such as (i) licenses, (ii) research and development activities, and (iii) the manufacturing of certain material. Payments pursuant to these arrangements may include non-refundable and refundable payments, payments upon the achievement of significant regulatory, development and commercial milestones, sales of product at certain agreed-upon amounts, and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under a collaboration agreement, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are capable of being distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue as we satisfy each performance obligation. We must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates and probabilities of regulatory and commercial success. We also apply significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-Term Investments | 6 Months Ended |
Jun. 30, 2024 | |
Cash, Cash Equivalents and Short-Term Investments | |
Cash, Cash Equivalents and Short-Term Investments | 3. Cash, Cash Equivalents and Short-Term Investments million in money market funds. As of December 31, 2023, our Cash and cash equivalents included Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2023 U.S. Treasury securities $ 26,852 $ 138 $ (155) $ 26,835 U.S. Government Agency securities 2,884 31 (34) 2,881 Total $ 29,736 $ 169 $ (189) $ 29,716 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements FASB accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, we use quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: ● Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. ● Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. ● Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. As of June 30, 2024 and December 31, 2023, all of our financial assets and liabilities were classified as Level 1 or Level 2 valuations. We estimate the fair values of our financial instruments categorized as Level 2 in the fair value hierarchy, including U.S. Treasury securities and U.S. Government Agency securities, by taking into consideration valuations obtained from third-party pricing services. The pricing services use industry standard valuation models, including both income- and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, benchmark yields, issuer credit spreads, benchmark securities, and other observable inputs. We obtain a single price for each financial instrument and do not adjust the prices obtained from the pricing service. The following fair value hierarchy table presents information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total June 30, 2024 Assets Cash $ 984 $ — $ — $ 984 Money market funds (cash equivalents) 63,692 — — 63,692 U.S. Treasury securities — — — — Total assets $ 64,676 $ — $ — $ 64,676 December 31, 2023 Assets Cash $ 1,255 $ — $ — $ 1,255 Money market funds (cash equivalents) 119,317 — — 119,317 U.S. Treasury securities — 26,835 — 26,835 Agency securities — 2,881 — 2,881 Total assets $ 120,572 $ 29,716 $ — $ 150,288 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory | |
Inventory | 5. Inventory June 30, December 31, 2024 2023 Raw materials $ 3,200 $ 436 Work in process 945 1,075 Finished goods 728 902 Total Inventories $ 4,873 $ 2,413 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Expenses | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, December 31, 2024 2023 Payroll and related costs $ 3,783 $ 7,746 Clinical trials and drug development 3,764 4,701 Accrued license agreement payment — 4,000 Professional fees 1,269 1,236 Selling and commercial liabilities 4,475 3,901 Restructuring costs 952 — Short-term lease liabilities 778 774 Other 210 501 Total accrued expenses $ 15,231 $ 22,859 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock | 6 Months Ended |
Jun. 30, 2024 | |
Loss Per Share of Common Stock | |
Loss Per Share of Common Stock | 7. Loss Per Share of Common Stock Basic loss per share of common stock is computed by dividing Net loss attributable to common stockholders by the Weighted average number of shares of common stock outstanding during each period. Diluted loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, stock options and unvested restricted stock, which would result in the issuance of incremental shares of common stock. In computing the Basic and diluted net loss per share applicable to common stockholders, the Weighted average number of shares remains the same for both calculations due to the fact that when a Net loss exists, dilutive shares are not included in the calculation. These potentially dilutive securities are more fully described in Note 8. The pre-funded warrants to purchase common stock issued in connection with the November 2022 offering are included in the calculation of Basic and diluted net loss per share as the exercise price of $0.001 per share is non-substantive and is virtually assured. The pre-funded warrants are more fully described in Note 8. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: June, 30 2024 2023 Restricted stock awards and restricted stock units 2,449,334 1,489,119 Stock options 8,859,400 7,220,150 11,308,734 8,709,269 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | 8. Stockholders’ Equity Effective August 2014, we adopted our 2014 Equity Incentive Plan, as amended (2014 Plan), that authorizes us to grant stock options, restricted stock, and other equity-based awards, subject to adjustment in accordance with the 2014 Plan. As of June 30, 2024, 6,160,958 options to purchase shares of common stock were outstanding pursuant to grants in connection with the 2014 Plan, and no shares of common stock were available for future issuance. The amount, terms of grants, and exercisability provisions were determined and set by our board of directors. In accordance with the 2014 Plan, on January 1, 2024, the shares of common stock available for future grants under the 2014 Plan was increased to 3,090,220. No additional share are available for issuance under the 2014 Plan. Effective May 2024, we adopted our 2024 Equity Incentive Plan (2024 Plan), that authorizes us to grant stock options, restricted stock, and other equity-based awards, up to a maximum of 4,000,000 awards, subject to adjustment in accordance with the 2024 Plan, plus shares that become available for grant as a result of the termination or forfeiture of awards under the 2014 Plan. As of June 30, 2024, 726,717 options to purchase shares of common stock were outstanding pursuant to grants in connection with the 2024 Plan, and 3,532,098 shares of common stock were available for future issuance. Stock Options There were 8,859,400 stock options outstanding as of June 30, 2024 at a weighted average exercise price of $9.08 per share, including 1,971,725 stock options outstanding outside of the 2014 and 2024 Plans, granted as inducements to new employees. Restricted Stock Units All issued and outstanding restricted stock units are time-based, and generally become vested within three years of the grant date, pursuant to the 2014 and 2024 Plans. Compensation expense is recorded ratably over the requisite service period. Compensation expense related to restricted stock units is measured based on the fair value using the closing market price of our common stock on the date of the grant. During the six months ended June 30, 2024, we granted Total compensation cost recognized for all stock options, restricted stock awards and restricted stock units in the statements of operations is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Research and development $ 1,444 $ 1,468 $ 3,276 $ 2,810 Selling, general and administrative 3,143 2,423 6,504 4,822 Restructuring costs 330 — 330 — Total $ 4,917 $ 3,891 $ 10,110 $ 7,632 Preferred Stock As of June 30, 2024 all shares of our Series A Convertible Preferred Stock (Preferred Stock) had been converted and none remained outstanding. In the three and six months ended June 30, 2024, there were no conversions of shares of our Preferred Stock into shares of our common stock. In the six months ended June 30, 2023, 4,300 shares of our Preferred stock were converted into 860,000 shares of our common stock. In the three months ended June 30, 2023, there were no conversions of shares of our Preferred Stock into shares of our common stock. Underwritten Public Offering In connection with an underwritten public offering in November 2022 and the closing of the related exercise of the underwriters’ option in December 2022, we issued a total of Sales Pursuant to Equity Distribution Agreement On July 9, 2020, we entered into an Equity Distribution Agreement (EDA) with JMP Securities LLC (JMP), as amended by the March 31, 2023 Amendment No. 1 to the EDA (Amended EDA), to create an at the market equity program under which we from time to time may offer and sell shares of our common stock without a maximum aggregate offering price. The Amended EDA was entered into in connection with our filing of a Registration Statement on Form S-3 (File No. 333-271041) with the SEC (the 2023 Registration Statement), which includes a prospectus supplement covering the offering, issuance and sale by us of up to $75,000,000 of shares of common stock that may be issued and sold under the Amended EDA. Subject to the terms and conditions of the Amended EDA, JMP will be entitled to a commission of up to 3.0% of the gross proceeds from each sale of shares of our common stock. We did not sell any shares of our common stock during the three and six months ended June 30, 2024 and June 30, 2023 under the EDA. As of June 30, 2024, we had up to $48.6 million of shares of common stock that may be issued and sold under the Amended EDA |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases We have entered into one operating lease for real estate with a term of 78 months, including renewal terms that can extend the lease term by 60 months, which we include in the lease term when it is reasonably certain that we will exercise the option. As of June 30, 2024, our operating lease for real estate had a remaining lease term of 15 months. The right-of-use (ROU) asset is included in Other assets on our interim consolidated balance sheets as of June 30, 2024 and December 31, 2023, and represents our right to use the underlying asset for the applicable lease terms. Our obligations to make lease payments are included in both Accrued expenses and Other long-term liabilities on our interim consolidated balance sheets as of June 30, 2024 and December 31, 2023. Additionally, we entered into several operating leases for clinical site equipment which were subsequently cancelled due to the discontinuation of the RAISE II trial. Our operating leases for clinical site equipment each had a term of 18 months prior to the May 2024 terminations of each lease. The ROU assets were included in Other assets on our consolidated balance sheets as of December 31, 2023, and represented our right to use the underlying assets for the applicable lease terms. The ROU assets related to the clinical site equipment operating leases were written off and included in restructuring costs for the six months ended June 30, 2023. Our obligations to make lease payments were included in both Accrued expenses and Other long-term liabilities on our consolidated balance sheets as of December 31, 2023. All ROU assets were initially measured at cost, which comprise the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. The ROU asset(s) are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. As of June 30, 2024 and December 31, 2023, ROU assets were $0.7 million and $1.0 million, respectively, and operating lease liabilities were $1.0 million and $1.4 million, respectively. We have entered into various short-term operating leases, primarily for clinical trial equipment, with an initial term of twelve months or less. These leases are not recorded on our balance sheets. All operating lease expense is recognized on a straight-line basis over the lease term. During the six months ended June 30, 2024 and 2023, we recognized $1.3 million and $0.3 million, respectively, in total lease costs, of which $0.8 million recognized during the six months ended June 30, 2024 were restructuring costs resulting from the RAISE II trial equipment lease terminations as noted above. During the three months ended June 30, 2024 and June 30, 2023, we recognized $1.0 million and $0.1 million, respectively, in total lease costs, of which $0.8 million recognized during the three months ended June 30, 2024 were restructuring costs resulting from the RAISE II trial equipment lease terminations as noted above. In all periods, we recognized less than $0.1 million related to short-term operating leases. Because the rate implicit in each lease is not readily determinable, we use our incremental borrowing rate to determine the present value of the lease payments. The weighted average incremental borrowing rate used to determine the initial value of ROU assets and lease liabilities was 11.0%, derived from a corporate yield curve based on a synthetic credit rating model using a market signal analysis. We have certain contracts for real estate which may contain lease and non-lease components which we have elected to treat as a single lease component. ROU assets for operating leases are periodically reduced by impairment losses. We use the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. As of June 30, 2024, we recognized $0.8 million of impairment losses for our ROU asset related to the RAISE II trial equipment leases. These costs were including in restructuring costs in our consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024. As of December 31, 2023, we had not recognized any impairment losses for our ROU assets. Maturities of operating lease liabilities as of June 30, 2024 were as follows (in thousands): Remainder of 2024 $ 422 2025 641 1,063 Less: imputed interest (74) Total lease liabilities $ 989 Current operating lease liabilities $ 778 Non-current operating lease liabilities 211 Total lease liabilities $ 989 Contingencies On June 5, 2024, a securities class action lawsuit captioned Bishins v. Marinus Pharmaceuticals, Inc., et. al., Case 2:24-cv-02430, was filed against us and certain of our officers in the U.S. District Court for the Eastern District of Pennsylvania. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended ( We currently are not able to estimate the possible cost to us from this action, as the pending lawsuit is currently at an early stage, and we cannot be certain how long it may take to resolve the pending lawsuit or the possible amount of any damages that we may be required to pay. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable | |
Notes Payable | 10. Notes Payable On May 11, 2021 (Closing Date) and as amended on May 17, 2021, May 23, 2022, October 28, 2022 and June 6, 2024 (Credit Agreement), we entered into the Credit Agreement with Oaktree Fund Administration, LLC as administrative agent (Oaktree) and the lenders party thereto (collectively, the Lenders) that provided for a Upon entering into the Credit Agreement in May 2021, we borrowed $15.0 million in term loans from the Lenders (Tranche A-1 Term Loans); upon receipt of written acceptance by the FDA of our NDA filing relating to the use of ganaxolone for CDD in September 2021, we borrowed $30.0 million of tranche A-2 term loans from the Lenders (Tranche A-2 Term Loans); and in March 2022, we borrowed $30.0 million in term loans from the Lenders that became available as a result of the approval by the FDA of ZTALMY oral suspension for the treatment of seizures associated with CDD in patients two years of age and older (Tranche B Term Loans). In May 2022, we entered into an amendment (the Credit Agreement Amendment) to extend the commitment date for the tranche C Term Loans (Tranche C Term Loans) commitment from June 30, 2023 to December 31, 2023, and to eliminate the commitment fees associated with the Tranche C Term Loans. Also in May 2022, we delivered to Oaktree a separate notice of commitment termination with respect to the tranche D term loans (Tranche D Term Loans) commitment. In October 2022, we entered into an amendment to, among other things, allow for the consummation of the Revenue Interest Financing Agreement with Sagard and the transactions thereunder. In addition, the Credit Agreement Amendment increased the exit fee due by us upon any repayment, whether as a prepayment or a scheduled repayment, of the principal of the loans under the Credit Agreement from 2.00% to 2.67%. In August 2023, we delivered to Oaktree a separate notice of commitment termination with respect to the $25.0 million of Tranche C Term Loans commitment. In June 2024, we entered into an amendment to remove the minimum liquidity covenant therein and reduce the remaining quarterly principal payments due in 2024 thereunder by 50%. On the June 6, 2024 amendment effective date, we also made a one-time prepayment of $15.0 million of the outstanding tranche B loans, together with payment of the accrued and unpaid interest thereon and applicable exit and prepayment fees. Additionally, during the six months ended June 30, 2024, we began paying the required quarterly principal payments. As of June 30, 2024, the loans under the Credit Agreement consisted of $58.1 million of previously drawn Term Loans with no additional funds available thereunder. Until the June 6, 2024 amendment, the Credit Agreement contained a minimum liquidity covenant that required us to maintain cash and cash equivalents of at least $15.0 million from the funding date of the Tranche B Term Loans until the maturity of the Term Loans. The Term Loans will be guaranteed by certain of our future subsidiaries (Guarantors). Our obligations under the Credit Agreement are secured by a pledge of substantially all of our assets and will be secured by a pledge of substantially all of the assets of the Guarantors. The Term Loans mature on May 11, 2026 (Maturity Date). The Term Loans bear interest at a fixed per annum rate (subject to increase during an event of default) of 11.50% , and we are required to make quarterly interest payments until the Maturity Date. We are also required to make quarterly principal payments beginning on June 30, 2024 in an amount equal to 2.5% of the aggregate amount of the previously drawn Term Loans, and continuing until 2025, at which time we are required to make quarterly principal payments in an amount equal to 5.0% of the aggregate amount of the previously drawn Term Loans until the Maturity Date. On the Maturity Date, we are required to pay in full all outstanding Term Loans and other amounts owed under the Credit Agreement. At the time of borrowing any tranche of the Term Loans, we were required to pay an upfront fee of 2.0% of the aggregate principal amount borrowed at that time. In addition, a commitment fee of 75 basis points per annum began to accrue on each of the tranche B, C, and D commitments for the period beginning 120 days after the funding date of the Tranche A-2 Term Loans and continued until the applicable tranche was either funded or terminated, at which time the related commitment fees were due. The Tranche A-2 Term Loans were funded on September 27, 2021, and as such, we began accruing the commitment fees for tranche B, C, and D Term Loans 120 days later, on January 25, 2022. We drew down the additional $30.0 million of Tranche B Term Loans in March 2022, and paid less than $0.1 million in commitment fees related to Tranche B Term Loans. The May 2022 amendment eliminated the commitment fees related to the Tranche C Term Loans, and separately, we terminated the Tranche D Term Loans in May 2022 and the Tranche C Term Loans in August 2023. We may prepay all or any portion of the Term Loans, and are required to make mandatory prepayments of the Term Loans from the proceeds of asset sales, casualty and condemnation events, and prohibited debt issuances, subject to certain exceptions. All mandatory and voluntary prepayments of the Term Loans are subject to prepayment premiums equal to of the principal prepaid if prepayment occurs after May 11, 2024 but on or before May 11, 2025. If prepayment occurs after May 11, 2025, In addition, we are required to pay an exit fee in an amount equal to 2.67% of all principal repaid, whether as a mandatory prepayment, voluntary prepayment, or a scheduled repayment. Prior to the October 28, 2022 amendment to the Credit Agreement, the exit fee was 2.0%. The increase in the exit fee resulted in an additional $0.5 million of debt issuance costs that are classified as a contra-liability on the consolidated balance sheets and is being recognized as Interest expense over the term of the loan using the effective interest method. We are subject to a number of affirmative and restrictive covenants under the Credit Agreement, including limitations on our ability and our subsidiaries’ abilities, among other things, to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, and enter into affiliate transactions, subject to certain exceptions. As of June 30, 2024, we were in compliance with all covenants. Upon the occurrence of certain events, including but not limited to our failure to satisfy our payment obligations under the Credit Agreement, the breach of certain of our other covenants under the Credit Agreement, the occurrence of cross defaults to other indebtedness, or defaults related to enforcement action by the FDA or other Regulatory Authority or recall of ganaxolone, Oaktree and the Lenders will have the right, among other remedies, to accelerate all amounts outstanding under the Term Loans and declare all principal, interest, and outstanding fees immediately due and payable. In March 2022, we borrowed $30.0 million upon the approval by the FDA of ZTALMY for CDD and incurred debt issuance costs of $1.8 million, including the exit fee of $0.6 million, that are classified as contra-liabilities on our consolidated balance sheets and are being recognized as Interest expense over the term of the loan using the effective interest method. In September 2021, we borrowed $30.0 million upon receipt of written acceptance by the FDA of our NDA filing relating to the use of ganaxolone in the treatment of CDD and incurred debt issuance costs of $1.2 million, including the exit fee of $0.6 million, that are classified as contra-liabilities on our consolidated balance sheets and are being recognized as Interest expenses over the term of the loan using the effective-interest method. In May 2021, we borrowed $15.0 million upon entering into the Credit Agreement and incurred debt issuance costs of $4.4 million, including the exit fee of $0.3 million, that are classified as a contra-liabilities on the consolidated balance sheet and are being recognized as Interest expenses over the term of the loan using the effective-interest method. For the six months ended June 30, 2024, we recognized interest expense of $5.3 million, of which $4.3 million was interest on the Term Loans and $1.0 million was non-cash interest expense related to the amortization of debt issuance costs. The following table summarizes the composition of Notes payable as reflected on the consolidated balance sheet as of June 30, 2024 (in thousands): Gross proceeds $ 75,000 Contractual exit fee 2,003 Principal payment including associated exit fee (17,326) Unamortized debt discount and issuance costs (3,052) Total note payable $ 56,625 Current portion of note payable 11,550 Non-current portion of note payable 45,075 Total note payable $ 56,625 The aggregate maturities of Notes payable as of June 30, 2024 are as follows (in thousands): Remainder of 2024 $ 3,750 2025 15,000 2026 39,375 Total $ 58,125 |
Revenue Interest Financing Agre
Revenue Interest Financing Agreement | 6 Months Ended |
Jun. 30, 2024 | |
Revenue Interest Financing Agreement | |
Revenue Interest Financing Agreement | 11. Revenue Interest Financing Agreement On October 28, 2022 (Closing Date), we entered into a revenue interest financing agreement (Revenue Interest Financing Agreement) with S agard Healthcare Royalty Partners, LP (Sagard) to provide funding for our development and commercialization of ganaxolone and related pharmaceutical products, including the commercial launch of ZTALMY, and for working capital and general administrative purposes. In exchange for the Investment Amount, we have agreed to make quarterly payments to Sagard (Payments) as follows: (i) for each calendar quarter from and after the Closing Date through and including the quarter ended June 30, 2026, an amount equal to 7.5% of (a) our U.S. net sales of ZTALMY and all other pharmaceutical products that contain ganaxolone (Net Sales), in each case with any dosage form, dosing regimen, or strength, or any improvements related thereto (collectively, Included Products) and (b) certain other payments received by us in connection with the manufacture, development and sale of the Included Products in the U.S. (Other Included Payments, and, together with Net Sales, Product Revenue); and (ii) for each calendar quarter following the calendar quarter ended June 30, 2026, an amount equal to (x) 15.0% of the first $100 million in annual Product Revenue of the Included Products and (y) 7.5% of annual Product Revenue of the Included Products in excess of $100 million. The Payments are subject to a hard cap equal to 190% of the Investment Amount (Hard Cap) or $61.8 million. Sagard’s right to receive payments will terminate when Sagard has received payments in respect of the Included Products, including any additional payments described below, equal to the Hard Cap. Further, we have the right to make voluntary prepayments to Sagard, and such payments will be credited against the Hard Cap. If Sagard has not received aggregate payments equaling at least 100% of the Investment Amount by December 31, 2027 or at least 190% of the Investment Amount by December 31, 2032 (each, a Minimum Amount), then we will be obligated to make a cash payment to Sagard in an amount sufficient to gross up Sagard up to the applicable Minimum Amount within a specified period of time after each reference date. The obligations under the Revenue Interest Financing Agreement, including the Payments, will be guaranteed by certain of our future subsidiaries that are required to become a party thereto as guarantors (Guarantors). Our obligations under the Revenue Interest Financing Agreement and the guarantee of such obligations are secured, subject to customary permitted liens and other agreed upon exceptions and subject to an intercreditor agreement with Oaktree as administrative agent for the lenders under our credit agreement (as described below, the Credit Agreement), by a pledge of substantially all of our and the Guarantors’ assets that relate to, or are used or held for use for, the development, manufacture, use and/or commercialization of ZTALMY and all other pharmaceutical products that contain ganaxolone in the U.S., including the Product Revenue, pursuant to the terms of the Security Agreement dated as of the Closing Date by and among us, the Guarantors from time to time party thereto, and Sagard (Security Agreement). At any time, we have the right, but not the obligation (Call Option), to repurchase all, but not less than all, of Sagard’s interest in the Payments at a repurchase price (Put/Call Price) equal to: (a) on or before the third anniversary of the Closing Date, 160% of the Investment Amount; (b) after the third anniversary but on or prior to the fourth anniversary of the Closing Date, 180% of the Investment Amount; and (c) after the fourth anniversary of the Closing Date, 190% of the Investment Amount, in each case, less the aggregate of all of our payments in respect of the Payments made to Sagard prior to such date. The Revenue Interest Financing Agreement contains certain restrictions on our and our subsidiaries’ abilities, among other things, to incur additional debt, grant or permit additional liens, make investments and acquisitions, dispose of assets, pay dividends and distributions and enter into affiliate transactions, in each case, subject to certain exceptions. In addition, the Revenue Interest Financing Agreement contains a financial covenant that requires us, after the repayment of the loans under the Credit Agreement with Oaktree, to maintain at all times cash and cash equivalents in certain deposit accounts in an amount at least equal to $10.0 million. In connection with the Revenue Interest Financing Agreement, on the Closing Date, we entered into the Credit Agreement Amendment with Oaktree which is fully described in Note 10. Issuance costs pursuant to the Revenue Interest Financing Agreement consisted primarily of advisory and legal fees and totaled $2.6 million. In June 2024, an additional $0.1 million of issuance costs was incurred related to the Amendment. These issuance costs were recorded as a direct deduction to the carrying amount of the liability and will be amortized under the effective interest method over the estimated period the liability will be repaid. For the six months ended June 30, 2024, we estimated an effective annual interest rate of approximately 17%. Over the course of the Revenue Interest Financing Agreement, the actual interest rate will be affected by the amount and timing of net ZTALMY revenue recognized and changes in the timing of forecasted net ZTALMY revenue. On a quarterly basis, we reassess the expected timing of the net ZTALMY revenue, recalculate the amortization and effective interest rate and adjust the accounting prospectively as needed. The following table summarizes the activity of the Revenue Interest Financing Agreement for the six months ended June 30, 2023 and June 30, 2024 (in thousands): For the six months ended June 30, 2023 Revenue Interest Financing Balance at December 31, 2022 $ 30,877 Non-cash interest expense in the six months ended June 30, 2023 2,916 Amortization of debt discount in the six months ended June 30, 2023 134 Payments made in the six months ended June 30, 2023 (421) Revenue Interest Financing Balance at June 30, 2023 $ 33,506 Current portion of revenue interest financing liability 1,556 Long-term portion of revenue interest financing liability 31,950 Revenue Interest Financing Balance at June 30, 2023 $ 33,506 For the six months ended June 30, 2024 Revenue Interest Financing Balance at December 31, 2023 $ 35,977 Non-cash interest expense in the six months ended June 30, 2024 3,156 Amortization of debt discount in the six months ended June 30, 2024 197 Payments made in the six months ended June 30, 2024 (1,050) Revenue Interest Financing Balance at June 30, 2024 $ 38,280 Current portion of revenue interest financing liability $ 2,849 Long-term portion of revenue interest financing liability 35,431 Revenue Interest Financing Balance at June 30, 2024 $ 38,280 |
Collaboration Revenue
Collaboration Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Collaboration Revenue | |
Collaboration Revenue | 12. Collaboration Revenue Orion Collaboration Agreement In July 2021, we entered into a collaboration agreement (Orion Collaboration Agreement) with Orion. The Orion Collaboration Agreement falls under the scope of ASC Topic 808, Collaborative Arrangements (ASC 808) as both parties are active participants in the arrangement that are exposed to significant risks and rewards. While this arrangement is in the scope of ASC 808, we analogize to ASC 606 for some aspects of this arrangement, including for the delivery of a good or service (i.e., a unit of account). Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue on the consolidated statements of operations. Under the terms of the Orion Collaboration Agreement, we granted Orion an exclusive, royalty-bearing, sublicensable license to certain of our intellectual property rights with respect to commercializing biopharmaceutical products incorporating our product candidate ganaxolone (Licensed Products) in the European Economic Area, the United Kingdom and Switzerland (collectively, the Territory) for the diagnosis, prevention and treatment of certain human diseases, disorders or conditions (Field), initially in the indications of CDD, TSC and RSE. We will be responsible for the continued development of Licensed Products and regulatory interactions related thereto, including conducting and sponsoring all clinical trials, provided that Orion may conduct certain post-approval studies in the Territory. Orion will be responsible, at Orion’s sole cost and expense, for the commercialization of any Licensed Product in the Field in the Territory. Under the terms of the Orion Collaboration Agreement, we received a €25.0 million ($29.6 million) upfront payment from Orion in July 2021. In connection with the upfront fee, we agreed to provide Orion with the results of a planned genotoxicity study on the M2 metabolite of ganaxolone, a “Combined Micronucleus & Comet study in vivo.” In May 2022, the final study report was received, which confirmed that no genotoxicity was found, as measured by formation of micronuclei in the bone marrow or comet morphology in the liver. In the event that the results of such study were positive, based on the criteria set forth in the study’s protocol, Orion would have had the right to terminate the Orion Collaboration Agreement within ninety 90 we would have been required to refund Orion seventy-five percent (75%) of the upfront fee. We are eligible to receive up to an additional €97 million in R&D reimbursement and cash milestone payments based on specific clinical and commercial achievements, as well as tiered royalty payments based on net sales ranging from the low double-digits to high teens for the oral programs and the low double-digits to low 20s for the IV program. Also, as part of the overall arrangement, we have agreed to supply the Licensed Products to Orion at an agreed upon price. The Orion Collaboration Agreement shall remain effective until the date of expiration of the last to expire Royalty Term, which is defined as the period beginning on the date of the first commercial sale Licensed Product in such country and ending on the latest to occur of (a) the tenth (10th) anniversary of the first commercial sale of Licensed Product in such country, (b) the expiration of the last-to-expire licensed patent covering the manufacture, use or sale of such Licensed Product in such country, and (c) the expiration of regulatory exclusivity period, if any, for such Licensed Product in such country. The Orion Collaboration Agreement has a term of at least ten ( 10 In accordance with the guidance, we identified the following commitments under the arrangement: (i) exclusive rights to develop, use, sell, have sold, offer for sale and import any product comprised of Licensed Product (License) (ii) development and regulatory activities (Development and Regulatory Activities), and (iii) requirement to supply Orion with the Licensed Product at an agreed upon price (Supply of Licensed Product). We determined that these three commitments represent distinct performance obligations for purposes of recognizing revenue or reducing expense, which we will recognize such revenue or expense, as applicable, as we fulfill these performance obligations. At contract inception, we determined that the non-refundable portion of the upfront payment plus the research and development reimbursement constitutes the transaction price as of the outset of the Orion Collaboration Agreement. The refundable portion of the upfront payment and the future potential regulatory and development milestone payments were fully constrained at contract inception as the risk of significant revenue reversal related to these amounts had not yet been resolved. During 2022, the refundable portion of the upfront payment was determined to be included in the transaction price as the final genotoxicity study on the M2 metabolite of ganaxolone was received as described above and the remaining The transaction price was allocated to the three performance obligations based on the estimated stand-alone selling prices at contract inception. The stand-alone selling price of the License was based on a discounted cash flow approach and considered several factors including, but not limited to, discount rate, development timeline, regulatory risks, estimated market demand and future revenue potential using an adjusted market approach. The stand-alone selling price of the Development and Regulatory Activities and the Supply of Licensed Product was estimated using the expected cost-plus margin approach. As of December 31, 2023, there was a total contract liability of $13.7 million and a total contract asset of $2.9 million. In accordance with ASC 210-20, the contract liability was offset by the contract asset related to the reimbursement of research and development costs, which resulted in a net contract liability of $10.8 million as of December 31, 2023. Transaction Price and Net Contract Liability as of December 31, 2023: Cumulative Collaboration Transaction Revenue Recognized Contract Price as of December 31, 2023 Liability License $ 21,660 $ 21,660 $ - Development and Regulatory Services 6,717 2,511 4,206 Supply of Licensed Product 9,503 - 9,503 $ 37,880 $ 24,171 $ 13,709 Less Total Contract Asset 2,912 Net Contract Liability $ 10,797 During the six months ended June 30, 2024, we amortized $0.7 million of the transaction price associated with the Development and Regulatory Services as a reduction of research and development costs. These reductions to the transaction price resulted in a total contract liability of $13.0 million as of June 30, 2024. In accordance with ASC 210-20, the contract liability of $13.0 million is offset by the contract asset of $1.8 million related to the reimbursement of research and development costs, resulting in a net contract liability of $11.1 million as of June 30, 2024. Transaction Price and Net Contract Liability as of June 30, 2024: Cumulative Collaboration Transaction Revenue Recognized Contract Price as of June 30, 2024 Liability License $ 21,660 $ 21,660 $ - Development and Regulatory Services 6,717 3,252 3,465 Supply of Licensed Product 9,503 - 9,503 $ 37,880 $ 24,912 $ 12,968 Less Total Contract Asset 1,836 Net Contract Liability $ 11,132 We incurred $2.0 million of incremental costs in connection with obtaining the Orion Collaboration Agreement. These contract acquisition costs were allocated consistent with the transaction price, resulting in $1.1 million of expense recorded to selling, general and administrative expense commensurate with the recognition of the License performance obligation and $0.9 million recorded as capitalized contract costs, included in other current assets and other assets, which are being amortized as Development and Regulatory Services and Supply of Licensed Product obligations are met. Tenacia Collaboration Agreement On November 16, 2022 (Effective Date), we entered into a Collaboration and Supply Agreement (Tenacia Collaboration Agreement) with Tenacia Biotechnology (Shanghai) Co., Ltd. (Tenacia). The Tenacia Collaboration Agreement falls under the scope of ASC Topic 808, Collaborative Arrangements (ASC 808) as both parties are active participants in the arrangement that are exposed to significant risks and rewards. While this arrangement is in the scope of ASC 808, we analogize to ASC 606 for some aspects of this arrangement, including for the delivery of a good or service (i.e., a unit of account). Revenue recognized by analogizing to ASC 606 is recorded as collaboration revenue on the consolidated statements of operations. Under the terms of the Tenacia Collaboration Agreement, we granted Tenacia an exclusive, royalty-bearing, sublicensable license to certain of our intellectual property rights to develop, commercialize and otherwise exploit certain products incorporating certain oral and intravenous formulations of our product candidate ganaxolone (Licensed Products) in Mainland China, Hong Kong, Macau and Taiwan (collectively, Territory) for the diagnosis, prevention and treatment of certain human diseases, disorders or conditions (Field), initially for the treatment of cyclin-dependent kinase-like 5 deficiency disorder, tuberous sclerosis complex and SE (including refractory and established SE) (collectively, the Initial Indications). The collaboration can be expanded to include additional indications and formulations of ganaxolone pursuant to a right of first negotiation. Under the terms of the Tenacia Collaboration Agreement, Tenacia agreed to pay us an upfront cash payment of $10 million (the Upfront Fee) within forty-five Tenacia will be primarily responsible for the development of Licensed Products in the Territory and regulatory interactions related thereto, including conducting and sponsoring clinical studies in the Field in the Territory to support regulatory filings in the Territory. All regulatory approvals filed by Tenacia in the Territory will be in the name of and owned by us unless otherwise required by applicable law, in which case such regulatory approvals would be in the name of and owned by Tenacia for the benefit of us. We and Tenacia have agreed to enter into clinical and commercial supply agreements pursuant to which we will supply Tenacia with its requirements of Licensed Products necessary for Tenacia to develop and commercialize Licensed Products in the Field in the Territory. The parties entered into the clinical and commercial supply agreement in May 2023. The agreement contains pricing, delivery, acceptance, payment, termination, forecasting, and other terms consistent with the Tenacia Collaboration Agreement, as well as certain quality assurance, indemnification, liability and other standard industry terms. Tenacia will be responsible for, at Tenacia’s sole cost and expense, obtaining regulatory approval and commercializing the Licensed Product in the Field in Mainland China. Tenacia enrolled patients in our Phase 3 randomized, double blind, placebo-controlled trial (TrustTSC trial) of adjunctive ganaxolone. In accordance with the guidance, we identified the following commitments under the arrangement: (i) grant to Tenacia the exclusive rights to develop, commercialize and otherwise exploit Licensed Product in the Field in the Territory (License) and (ii) requirement to supply Tenacia with the Licensed Product at an agreed upon price (Supply of Licensed Product). We determined that these two commitments represent distinct performance obligations for purposes of recognizing revenue or reducing expense, which it will recognize such revenue or expense, as applicable, as it fulfills these performance obligations. The transaction price was allocated to the two performance obligations based on the estimated stand-alone selling prices at contract inception. The stand-alone selling price of the License was based on a discounted cash flow approach and considered several factors including, but not limited to, discount rate, development timeline, regulatory risks, estimated market demand and future revenue potential using an adjusted market approach. The stand-alone selling price of the Supply of Licensed Product was estimated using the expected cost-plus margin approach. There was no activity during each of the three and six months ended June 30, 2024 and 2023. The cumulative collaboration revenue recognized as of June 30, 2024 and December 31, 2023 is $3.0 million, which was the $3.0 million transaction price associated with the License as revenue at contract inception. No license revenue was recorded during each of the three and six months ended June 30, 2024 and 2023. There was a total contract liability of $7.0 million as of both June 30, 2024 and December 31, 2023. In accordance with ASC 210-20, the contract liability of $7.0 million is offset by a contract asset of $0.7 million, resulting in a net contract liability of $6.3 million as of both June 30, 2024 and December 31, 2023. Transaction Price and Net Contract Liability as of June 30, 2024 and December 31, 2023: Cumulative Collaboration Transaction Revenue Recognized Contract Price as of June 30, 2024 and December 31, 2023 Liability License $ 2,998 $ 2,998 $ - Supply of Licensed Product 7,002 - 7,002 $ 10,000 $ 2,998 $ 7,002 Less Total Contract Asset 700 Net Contract Liability $ 6,302 We incurred $1.0 million of incremental costs in obtaining the Tenacia Collaboration Agreement. These contract acquisition costs were allocated consistent with the transaction price, resulting in $0.1 million of expense recorded to Selling, general and administrative expense and $0.2 million recorded to Cost of collaboration revenue, commensurate with the recognition of the License performance obligation, and $0.7 million recorded as capitalized contract costs, which will be amortized as Supply of License Product obligations are met. Biologix Distribution and Supply Agreement In May 2023, we entered into an exclusive distribution and supply agreement (Biologix Agreement) with Biologix FZCo (Biologix), whereby Biologix has the right to distribute and sell ganaxolone in Algeria, Bahrain, Egypt, Iraq, Jordan, Kingdom of Saudi Arabia, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, Tunisia and United Arab Emirates. In exchange for distribution rights, we will be the exclusive supplier of our products to Biologix on terms set forth in the respective agreements in exchange for a negotiated purchase price for the products. Upon execution of the Biologix Agreement, we received an upfront payment of |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring Costs | |
Restructuring Costs | 13. Restructuring Costs. 30, 2024, we had unpaid restructuring costs totaling $1.0 million which are expected to be fully paid in the third quarter of 2024 and are included in accrued expenses at June 30, 2024 (see Note 6). Restructuring costs payable at December 31, 2023 $ — Restructuring costs incurred the six months ended June 30, 2024: Personnel costs, including severance and related costs 1,193 Clinical equipment contract termination costs 759 Restructuring costs paid in the six months ended June 30, 2024 (670) Less noncash stock-based compensation expense related to RIF (330) Total Restructuring costs payable at June 30, 2024 $ 952 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | |
Pay vs Performance Disclosure | |||||
Net Income (Loss) | $ (35,828) | $ (38,669) | $ (31,934) | $ (34,730) | $ (74,500) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Marinus Pharmaceuticals, Inc. (a Delaware corporation) as well as the accounts of Marinus Pharmaceuticals Emerald Limited (an Ireland company incorporated in February 2021), a wholly owned subsidiary requiring consolidation. Marinus Pharmaceuticals Emerald Limited serves as a corporate presence in the European Union for regulatory purposes. The unaudited interim consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all information and disclosures necessary for a presentation of our financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the U.S. (GAAP) for annual financial statements. In the opinion of management, these unaudited interim consolidated financial statements reflect all adjustments, consisting primarily of normal recurring accruals, necessary for a fair presentation of our financial position and results of operations and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2023 and accompanying notes thereto included in our Annual Report on Form 10-K filed with the SEC on March 5, 2024. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from such estimates. |
Product Revenue, net | Product Revenue, net We recognize ZTALMY revenue in accordance with ASC 606 – Revenue from contracts with customers. Our revenue recognition analysis consists of the following steps: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are capable of being distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue as we satisfy each performance obligation. Our first FDA approved product, ZTALMY, became available for commercial sale and shipment in the third quarter of 2022. We have three customers, one of which, Orsini Pharmaceutical Services, LLC (Orsini), a specialty pharmacy that dispenses ZTALMY directly to patients, represents approximately 99% of our ZTALMY revenue to date. Our contract with Orsini has a single performance obligation to deliver ZTALMY upon receipt of a purchase order, which is satisfied when Orsini receives ZTALMY. We recognize ZTALMY revenue at the point in time when control of ZTALMY is transferred to Orsini, which is upon delivery to Orsini. The transaction price that we recognize for ZTALMY revenue includes an estimate of variable consideration. Shipping and handling costs to Orsini are recorded as selling, general and administrative expenses. The components of variable consideration include: Trade Discounts and Allowances. Product Returns and Recall. Government Rebates. Patient Assistance . |
Federal Contract Revenue | Federal Contract Revenue We recognize Federal contract revenue from the BARDA Contract in the period in which the allowable research and development expenses are incurred, and receivables associated with this revenue are included within Accounts receivable, net on our interim consolidated balance sheets. This revenue is not within the scope of ASC 606 – Revenue from contracts with customers. |
Short-term Investments | Short-term Investments |
Accounts Receivable, net | Accounts Receivable, net Net trade receivables related to ZTALMY sales, which are recorded in Accounts receivable, net on the consolidated balance sheets, were approximately $2.9 million and $2.6 million as of June 30, 2024 and December 31, 2023, respectively. As of both June 30, 2024 and December 31, 2023, we had no allowance for doubtful accounts. An allowance for doubtful accounts is determined based on our assessment of the credit worthiness and financial condition of our customers, aging of receivables, as well as the general economic environment. Any allowance would reduce the net receivables to the amount that is expected to be collected. We have three customers, one of which, Orsini Pharmaceutical Services, LLC (Orsini), a specialty pharmacy that dispenses ZTALMY directly to patients, represents approximately 99% of our ZTALMY revenue to date. Payment terms for Orsini are 30 days from the shipment date. Excluding net trade receivables, Accounts receivable, net represents amounts due to us under the BARDA contract for valid expenditures expected to be reimbursed to us under the terms of the BARDA contract and current amounts due to us from Orion under the collaboration agreement (Note 12). |
Inventory | Inventory |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs incurred in connection with Note payable (Note 10) and Revenue interest financing payable (Note 11) are amortized to Interest expense over the term of the respective financing arrangement using the effective-interest method. Debt issuance costs, net of related amortization, are deducted from the carrying value of the related debt. |
Contract Liabilities, net | Contract Liabilities, net When consideration is received, or such consideration is unconditionally due, from a customer prior to completing our performance obligation to the customer under the terms of a contract, a Contract liability is recorded. Contract liabilities expected to be recognized as revenue or a reduction of expense within the 12 months following the balance sheet date are classified as Current liabilities. Contract liabilities not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as Long-term liabilities. In accordance with ASC 210-20, our Contract liabilities were partially offset by our Contract assets at June 30, 2024, as further discussed in Note 12. |
Liability Related to Revenue Interest Financing and Non-Cash Interest Expense | Liability Related to Revenue Interest Financing and Non-Cash Interest Expense In October 2022, we recognized a liability related to the Revenue Interest Financing Agreement with Sagard Healthcare Royalty Partners, LP (Sagard) under ASC 470-10 Deb Interest - Imputation of Interest generated over the life of the Revenue Interest Financing Agreement, and a significant increase or decrease in these estimates could materially impact the liability balance and the related Interest expense. If the timing or amounts of any estimated future revenue and related payments change, we will prospectively adjust the effective interest and the related amortization of the liability and related issuance costs. The liability related to the Revenue Interest Financing Agreement with Sagard is further discussed in Note 11. |
Collaboration and Licensing Revenue | Collaboration and Licensing Revenue We may enter into collaboration and licensing arrangements for research and development, manufacturing, and commercialization activities with counterparties for the development and commercialization of our product candidates. These arrangements may contain multiple components, such as (i) licenses, (ii) research and development activities, and (iii) the manufacturing of certain material. Payments pursuant to these arrangements may include non-refundable and refundable payments, payments upon the achievement of significant regulatory, development and commercial milestones, sales of product at certain agreed-upon amounts, and royalties on product sales. The amount of variable consideration is constrained until it is probable that the revenue is not at a significant risk of reversal in a future period. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under a collaboration agreement, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are capable of being distinct; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue as we satisfy each performance obligation. We must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation, which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include such estimates as forecasted revenues and costs, development timelines, discount rates and probabilities of regulatory and commercial success. We also apply significant judgment when evaluating whether contractual obligations represent distinct performance obligations, allocating transaction price to performance obligations within a contract, determining when performance obligations have been met, assessing the recognition and future reversal of variable consideration and determining and applying appropriate methods of measuring progress for performance obligations satisfied over time. |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Cash, Cash Equivalents and Short-Term Investments | |
Schedule of short-term investments | Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2023 U.S. Treasury securities $ 26,852 $ 138 $ (155) $ 26,835 U.S. Government Agency securities 2,884 31 (34) 2,881 Total $ 29,736 $ 169 $ (189) $ 29,716 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements | |
Summary of major categories of financial assets and liabilities measured at fair value on a recurring basis | The following fair value hierarchy table presents information about each major category of our financial assets and liabilities measured at fair value on a recurring basis (in thousands): Level 1 Level 2 Level 3 Total June 30, 2024 Assets Cash $ 984 $ — $ — $ 984 Money market funds (cash equivalents) 63,692 — — 63,692 U.S. Treasury securities — — — — Total assets $ 64,676 $ — $ — $ 64,676 December 31, 2023 Assets Cash $ 1,255 $ — $ — $ 1,255 Money market funds (cash equivalents) 119,317 — — 119,317 U.S. Treasury securities — 26,835 — 26,835 Agency securities — 2,881 — 2,881 Total assets $ 120,572 $ 29,716 $ — $ 150,288 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory | |
Schedule of inventory | June 30, December 31, 2024 2023 Raw materials $ 3,200 $ 436 Work in process 945 1,075 Finished goods 728 902 Total Inventories $ 4,873 $ 2,413 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses consisted of the following (in thousands): June 30, December 31, 2024 2023 Payroll and related costs $ 3,783 $ 7,746 Clinical trials and drug development 3,764 4,701 Accrued license agreement payment — 4,000 Professional fees 1,269 1,236 Selling and commercial liabilities 4,475 3,901 Restructuring costs 952 — Short-term lease liabilities 778 774 Other 210 501 Total accrued expenses $ 15,231 $ 22,859 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Loss Per Share of Common Stock | |
Schedule of antidilutive securities excluded from the computation of diluted weighted average shares outstanding | June, 30 2024 2023 Restricted stock awards and restricted stock units 2,449,334 1,489,119 Stock options 8,859,400 7,220,150 11,308,734 8,709,269 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Schedule of total compensation cost recognized in the statement of operations | Total compensation cost recognized for all stock options, restricted stock awards and restricted stock units in the statements of operations is as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Research and development $ 1,444 $ 1,468 $ 3,276 $ 2,810 Selling, general and administrative 3,143 2,423 6,504 4,822 Restructuring costs 330 — 330 — Total $ 4,917 $ 3,891 $ 10,110 $ 7,632 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Schedule of maturities of operating lease liabilities | Maturities of operating lease liabilities as of June 30, 2024 were as follows (in thousands): Remainder of 2024 $ 422 2025 641 1,063 Less: imputed interest (74) Total lease liabilities $ 989 Current operating lease liabilities $ 778 Non-current operating lease liabilities 211 Total lease liabilities $ 989 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable | |
Summary of composition of notes payable | The following table summarizes the composition of Notes payable as reflected on the consolidated balance sheet as of June 30, 2024 (in thousands): Gross proceeds $ 75,000 Contractual exit fee 2,003 Principal payment including associated exit fee (17,326) Unamortized debt discount and issuance costs (3,052) Total note payable $ 56,625 Current portion of note payable 11,550 Non-current portion of note payable 45,075 Total note payable $ 56,625 |
Schedule of maturities of notes payable over the next five years | The aggregate maturities of Notes payable as of June 30, 2024 are as follows (in thousands): Remainder of 2024 $ 3,750 2025 15,000 2026 39,375 Total $ 58,125 |
Revenue Interest Financing Ag_2
Revenue Interest Financing Agreement (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue Interest Financing Agreement | |
Summary of the activity of revenue interest financing agreement | The following table summarizes the activity of the Revenue Interest Financing Agreement for the six months ended June 30, 2023 and June 30, 2024 (in thousands): For the six months ended June 30, 2023 Revenue Interest Financing Balance at December 31, 2022 $ 30,877 Non-cash interest expense in the six months ended June 30, 2023 2,916 Amortization of debt discount in the six months ended June 30, 2023 134 Payments made in the six months ended June 30, 2023 (421) Revenue Interest Financing Balance at June 30, 2023 $ 33,506 Current portion of revenue interest financing liability 1,556 Long-term portion of revenue interest financing liability 31,950 Revenue Interest Financing Balance at June 30, 2023 $ 33,506 For the six months ended June 30, 2024 Revenue Interest Financing Balance at December 31, 2023 $ 35,977 Non-cash interest expense in the six months ended June 30, 2024 3,156 Amortization of debt discount in the six months ended June 30, 2024 197 Payments made in the six months ended June 30, 2024 (1,050) Revenue Interest Financing Balance at June 30, 2024 $ 38,280 Current portion of revenue interest financing liability $ 2,849 Long-term portion of revenue interest financing liability 35,431 Revenue Interest Financing Balance at June 30, 2024 $ 38,280 |
Collaboration Revenue (Tables)
Collaboration Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Collaboration Revenue | |
Schedule of allocation of the transaction price to the performance obligations | Cumulative Collaboration Transaction Revenue Recognized Contract Price as of December 31, 2023 Liability License $ 21,660 $ 21,660 $ - Development and Regulatory Services 6,717 2,511 4,206 Supply of Licensed Product 9,503 - 9,503 $ 37,880 $ 24,171 $ 13,709 Less Total Contract Asset 2,912 Net Contract Liability $ 10,797 Cumulative Collaboration Transaction Revenue Recognized Contract Price as of June 30, 2024 Liability License $ 21,660 $ 21,660 $ - Development and Regulatory Services 6,717 3,252 3,465 Supply of Licensed Product 9,503 - 9,503 $ 37,880 $ 24,912 $ 12,968 Less Total Contract Asset 1,836 Net Contract Liability $ 11,132 Cumulative Collaboration Transaction Revenue Recognized Contract Price as of June 30, 2024 and December 31, 2023 Liability License $ 2,998 $ 2,998 $ - Supply of Licensed Product 7,002 - 7,002 $ 10,000 $ 2,998 $ 7,002 Less Total Contract Asset 700 Net Contract Liability $ 6,302 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring Costs | |
Summary of restructuring balances | Restructuring costs payable at December 31, 2023 $ — Restructuring costs incurred the six months ended June 30, 2024: Personnel costs, including severance and related costs 1,193 Clinical equipment contract termination costs 759 Restructuring costs paid in the six months ended June 30, 2024 (670) Less noncash stock-based compensation expense related to RIF (330) Total Restructuring costs payable at June 30, 2024 $ 952 |
Description of the Business a_2
Description of the Business and Liquidity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Liquidity | ||||||
Net loss | $ 35,828 | $ 38,669 | $ 31,934 | $ 34,730 | $ 74,500 | |
Accumulated deficit | 646,423 | 646,423 | $ 571,926 | |||
Cash and cash equivalents | $ 64,676 | $ 64,676 | $ 120,572 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Other (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 USD ($) customer | Dec. 31, 2023 USD ($) | |
Product Revenue, net | ||
Number of customers | customer | 3 | |
Trade Receivables, net | ||
Accounts receivable, net | $ 3,435 | $ 3,799 |
Allowance for doubtful accounts. | $ 0 | 0 |
Payment terms | 30 days | |
ZTALMY | ||
Trade Receivables, net | ||
Accounts receivable, net | $ 2,900 | $ 2,600 |
Inventory | ||
Cost of product and materials included in research and development expenses prior to FDA approval | $ 2,000 | |
ZTALMY | Revenue Benchmark | Customer Concentration Risk | ||
Product Revenue, net | ||
Concentration risk, as a percent | 99% | |
Number of customers | customer | 1 |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-Term Investments - Cash and Cash Equivalents (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Cash, Cash Equivalents and Short-Term Investments | ||
Cash accounts in banking institutions | $ 1 | $ 1.3 |
Money market funds | 63.7 | 119.3 |
Accrued interest receivable | $ 0 | $ 0.2 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-Term Investments - Short-Term Investments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Short-term Investments | |
Amortized Cost | $ 29,736 |
Unrealized Gains | 169 |
Unrealized Losses | (189) |
Fair Value | 29,716 |
U.S. Treasury securities | |
Short-term Investments | |
Amortized Cost | 26,852 |
Unrealized Gains | 138 |
Unrealized Losses | (155) |
Fair Value | 26,835 |
U.S. Government Agency securities | |
Short-term Investments | |
Amortized Cost | 2,884 |
Unrealized Gains | 31 |
Unrealized Losses | (34) |
Fair Value | $ 2,881 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Recurring Basis (Details) - Recurring basis - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Total assets | $ 64,676 | $ 150,288 |
U.S. Treasury securities | ||
Assets | ||
Investments | 26,835 | |
U.S. Government Agency securities | ||
Assets | ||
Investments | 2,881 | |
Cash. | ||
Assets | ||
Cash and cash equivalents, fair value | 984 | 1,255 |
Money market funds | ||
Assets | ||
Cash and cash equivalents, fair value | 63,692 | 119,317 |
Level 1 | ||
Assets | ||
Total assets | 64,676 | 120,572 |
Level 1 | Cash. | ||
Assets | ||
Cash and cash equivalents, fair value | 984 | 1,255 |
Level 1 | Money market funds | ||
Assets | ||
Cash and cash equivalents, fair value | $ 63,692 | 119,317 |
Level 2 | ||
Assets | ||
Total assets | 29,716 | |
Level 2 | U.S. Treasury securities | ||
Assets | ||
Investments | 26,835 | |
Level 2 | U.S. Government Agency securities | ||
Assets | ||
Investments | $ 2,881 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory | ||
Raw materials | $ 3,200 | $ 436 |
Work in process | 945 | 1,075 |
Finished goods | 728 | 902 |
Total Inventories | $ 4,873 | $ 2,413 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Expenses | ||
Payroll and related costs | $ 3,783 | $ 7,746 |
Clinical trials and drug development | 3,764 | 4,701 |
Accrued license agreement payment | 4,000 | |
Professional fees | 1,269 | 1,236 |
Selling and commercial liabilities | 4,475 | 3,901 |
Restructuring costs | 952 | |
Short-term lease liabilities | 778 | 774 |
Other | 210 | 501 |
Total accrued expenses | $ 15,231 | $ 22,859 |
Loss Per Share of Common Stoc_2
Loss Per Share of Common Stock - Basic and diluted net loss per share as the exercise price (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Loss Per Share of Common Stock | ||
Warrant exercise price (in dollars per share) | $ 0.001 | $ 0.001 |
Loss Per Share of Common Stoc_3
Loss Per Share of Common Stock - Anti-dilutive securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive securities | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 11,308,734 | 8,709,269 |
RSAs and RSUs | ||
Antidilutive securities | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 2,449,334 | 1,489,119 |
Employee Stock Option | ||
Antidilutive securities | ||
Antidilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) | 8,859,400 | 7,220,150 |
Stockholders' Equity - Other (D
Stockholders' Equity - Other (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2024 | Jan. 01, 2024 | |
Stockholders' Equity | |||||||
Total compensation cost | $ 4,917 | $ 3,891 | $ 10,110 | $ 7,632 | |||
Maximum percentage of beneficial ownership for exercise of Pre-funded Warrants | 9.99% | ||||||
Maximum percentage increase or decrease of beneficial ownership for exercise of Pre-funded Warrants | 19.99% | ||||||
Public Offering. | |||||||
Stockholders' Equity | |||||||
Number of shares of common stock issued | 12,421,053 | ||||||
Proceeds from Issuance or Sale of Equity | $ 64,500 | ||||||
Number of pre-funded warrants (in shares) | 2,105,264 | ||||||
Research and development. | |||||||
Stockholders' Equity | |||||||
Total compensation cost | 1,444 | 1,468 | 3,276 | 2,810 | |||
Selling, general and administrative | |||||||
Stockholders' Equity | |||||||
Total compensation cost | 3,143 | $ 2,423 | 6,504 | $ 4,822 | |||
Restructuring Charges | |||||||
Stockholders' Equity | |||||||
Total compensation cost | $ 330 | $ 330 | |||||
Series A Convertible Preferred Stock | |||||||
Shares | |||||||
Conversion of Series A Convertible Preferred Stock (in shares) | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 4,300 | 0 | 4,300 | |||
Number of common shares issuable upon conversion of stock | 860,000 | 860,000 | |||||
Employee Stock Option | |||||||
Stock Options | |||||||
Outstanding (in shares) | 8,859,400 | 8,859,400 | |||||
Outstanding, weighted-average exercise price (in dollars per share) | $ 9.08 | $ 9.08 | |||||
Granted (in shares) | 2,391,211 | ||||||
Granted (in dollars per share) | $ 7.20 | ||||||
Restricted Stock Units | |||||||
Stockholders' Equity | |||||||
Vesting period | 3 years | ||||||
Shares | |||||||
Issued (in shares) | 1,920,135 | ||||||
Awards outstanding (in shares) | 2,449,334 | 2,449,334 | |||||
2014 Plan | |||||||
Stockholders' Equity | |||||||
Common stock reserved for issuance (in shares) | 0 | 0 | 3,090,220 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 0 | ||||||
2014 Plan | Employee Stock Option | |||||||
Stock Options | |||||||
Outstanding (in shares) | 6,160,958 | 6,160,958 | |||||
Granted (in shares) | 1,540,519 | ||||||
Equity Incentive Plan, Employee Inducements | Employee Stock Option | |||||||
Stock Options | |||||||
Outstanding (in shares) | 1,971,725 | 1,971,725 | |||||
Granted (in shares) | 123,975 | ||||||
2024 Plan | |||||||
Stockholders' Equity | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 3,532,098 | 3,532,098 | |||||
Stock Options | |||||||
Outstanding (in shares) | 726,717 | 726,717 | |||||
2024 Plan | Maximum | |||||||
Stockholders' Equity | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 4,000,000 | ||||||
2024 Plan | Employee Stock Option | |||||||
Stock Options | |||||||
Granted (in shares) | 726,717 |
Stockholders' Equity - Equity D
Stockholders' Equity - Equity Distribution Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 09, 2020 | |
Stockholders' Equity | |||||
Maximum value of shares that may be issued and sold under Equity Distribution Agreement | $ 48,600,000 | $ 48,600,000 | $ 75,000,000 | ||
Maximum commission rate, expressed as a percentage of the gross proceeds from each sale of shares of common stock, equity distribution agreement | 3% | ||||
Issuance of shares under equity distribution agreement (in shares) | 0 | 0 | 0 | 0 |
Commitments and Contingencies -
Commitments and Contingencies - Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies | |||
Operating lease agreement term | 78 months | 78 months | |
Operating lease renewal term | 60 months | 60 months | |
Weighted average remaining lease term | 15 months | 15 months | |
Right-of-use assets | $ 700 | $ 700 | $ 1,000 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | Other Assets, Noncurrent | Other Assets, Noncurrent |
Operating lease liabilities | $ 989 | $ 989 | $ 1,400 |
Gain (loss) on termination of lease | $ 800 | $ 800 |
Commitments and Contingencies_2
Commitments and Contingencies - Lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Commitments and Contingencies | |||||
Total lease costs | $ 1,000 | $ 100 | $ 1,300 | $ 300 | |
Weighted-average incremental borrowing rate used to determine right-of-use assets and lease liabilities | 11% | 11% | |||
Impairment losses of ROU assets | $ 757 | $ 0 | |||
Maximum | |||||
Commitments and Contingencies | |||||
Short-term operating lease costs | $ 100 | $ 100 | $ 100 | $ 100 |
Commitments and Contingencies_3
Commitments and Contingencies - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Maturities of operating lease liabilities: | ||
Remainder of 2024 | $ 422 | |
2025 | 641 | |
Total lease payments | 1,063 | |
Less: imputed interest | (74) | |
Total lease liabilities | 989 | $ 1,400 |
Current operating lease liabilities | $ 778 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Non-current operating lease liabilities | $ 211 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Accrued Liabilities, Noncurrent | Other Accrued Liabilities, Noncurrent |
Notes Payable - Narratives (Det
Notes Payable - Narratives (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||||
Jun. 06, 2024 USD ($) | May 11, 2021 USD ($) tranche | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | May 31, 2021 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Aug. 31, 2023 USD ($) | Oct. 31, 2022 | Oct. 27, 2022 USD ($) | Sep. 30, 2022 | |
Notes Payable | |||||||||||
Contractual exit fee | $ 2,003 | ||||||||||
Amortization of debt issuance costs | 1,246 | $ 1,102 | |||||||||
Total debt commitments | 75,000 | $ 58,100 | |||||||||
Minimum liquidity covenant, cash and cash equivalents | $ 15,000 | ||||||||||
Debt Instrument Principal payments Reduction Percentage | 50% | ||||||||||
From 2025 to Maturity Date | |||||||||||
Notes Payable | |||||||||||
Percentage of periodic principal payment | 5% | ||||||||||
Term Loan Tranche B | |||||||||||
Notes Payable | |||||||||||
Repayments of Lines of Credit | $ 15,000 | $ 15,000 | |||||||||
Penalty for prepayment | 300 | ||||||||||
Term Loan Tranche C | |||||||||||
Notes Payable | |||||||||||
Debt commitment, terminated | $ 25,000 | ||||||||||
Oaktree Capital Management LP Credit Agreement | |||||||||||
Notes Payable | |||||||||||
Term of loan facility | 5 years | ||||||||||
Maximum borrowing capacity available under the credit agreement | $ 125,000 | ||||||||||
Number of tranches | tranche | 5 | ||||||||||
Proceeds from line of credit | $ 30,000 | $ 30,000 | $ 15,000 | ||||||||
Accrued interest rate (as a percent) | 11.50% | ||||||||||
Upfront fee (as a percent) | 2% | ||||||||||
Commitment fee (as a percent) | 0.75% | ||||||||||
Commitment fee accrual period | 120 days | ||||||||||
Debt issuance costs | $ 500 | ||||||||||
Debt issuance costs | 1,800 | 1,200 | 4,400 | ||||||||
Contractual exit fee | 600 | 300 | |||||||||
Interest expense | 5,300 | ||||||||||
Interest on term loan | 4,300 | ||||||||||
Amortization of debt issuance costs | $ 1,000 | ||||||||||
Exit fee, percentage | 2.67% | 2.67% | 2% | 2% | |||||||
Oaktree Capital Management LP Credit Agreement | Maximum | |||||||||||
Notes Payable | |||||||||||
Contractual exit fee | 600 | ||||||||||
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment Between May 11, 2024 To May 11, 2025 | |||||||||||
Notes Payable | |||||||||||
Prepayment premium (as a percent) | 2% | ||||||||||
Oaktree Capital Management LP Credit Agreement | Scenario Of Prepayment After May 11, 2025 | |||||||||||
Notes Payable | |||||||||||
Prepayment premium (as a percent) | 0% | ||||||||||
Oaktree Capital Management LP Credit Agreement | Beginning on June 30, 2024 And Continuing Until 2025 [ Member] | |||||||||||
Notes Payable | |||||||||||
Percentage of periodic principal payment | 2.50% | ||||||||||
Oaktree Capital Management LP Credit Agreement | Term Loans Tranche A-1 | |||||||||||
Notes Payable | |||||||||||
Proceeds from line of credit | $ 15,000 | ||||||||||
Oaktree Capital Management LP Credit Agreement | Term Loans Tranche A-2 | |||||||||||
Notes Payable | |||||||||||
Proceeds from line of credit | $ 30,000 | ||||||||||
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche B | |||||||||||
Notes Payable | |||||||||||
Proceeds from line of credit | 30,000 | ||||||||||
Oaktree Capital Management LP Credit Agreement | Term Loan Tranche B | Maximum | |||||||||||
Notes Payable | |||||||||||
Commitment fees | $ 100 |
Notes Payable - Composition of
Notes Payable - Composition of debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Aug. 31, 2023 |
Notes Payable | |||
Gross proceeds | $ 75,000 | $ 58,100 | |
Contractual exit fee | 2,003 | ||
Principal payment including associated exit fee | (17,326) | ||
Unamortized debt discount and issuance costs | (3,052) | ||
Total note payable | 56,625 | ||
Current portion of note payable | 11,550 | $ 11,551 | |
Non-current portion of note payable | $ 45,075 | $ 61,423 |
Notes Payable - Debt maturities
Notes Payable - Debt maturities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Notes Payable | |
Remainder of 2024 | $ 3,750 |
2025 | 15,000 |
2026 | 39,375 |
Total | $ 58,125 |
Revenue Interest Financing Ag_3
Revenue Interest Financing Agreement - Terms (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Oct. 28, 2022 | Mar. 31, 2024 | Jun. 30, 2024 | |
Revenue Interest Financing Agreement | |||
Estimated effective annual interest rate, percentage | 17% | ||
Total issuance costs | $ 2.6 | $ 0.1 | |
Each calendar quarter from and after the Closing Date through and including the quarter ended June 30, 2026 | Sagard | |||
Revenue Interest Financing Agreement | |||
Quarterly payments expressed as a percentage of the U.S. net sales of Ztalmy and all other pharmaceutical products that contain ganaxolene, required under the revenue interest financing agreement. | 7.50% | ||
Revenue Interest Financing Agreement | Oaktree Capital Management LP Credit Agreement | |||
Revenue Interest Financing Agreement | |||
Minimum cash and cash equivalents required to be maintained deposits after repayment | $ 10 | ||
Revenue Interest Financing Agreement | Sagard | |||
Revenue Interest Financing Agreement | |||
Investment amount | $ 32.5 | ||
Hard Cap expressed as a percentage of the Investment Amount | 190% | ||
Hard cap amount | $ 61.8 | ||
Revenue Interest Financing Agreement | Each calendar quarter from and after the Closing Date through and including the quarter ended June 30, 2026 | Sagard | |||
Revenue Interest Financing Agreement | |||
Quarterly payments due, expressed as a percentage of the first $100 million in annual Product Revenue of the Included Products | 15% | ||
Quarterly payments due, expressed as a percentage of the annual Product Revenue of the Included Products in excess of $100 million | 7.50% | ||
Annual Product Revenue Threshold | $ 100 | ||
Revenue Interest Financing Agreement | Period Ending December 31, 2027 | Sagard | |||
Revenue Interest Financing Agreement | |||
Minimum amount expressed as a percentage of the Investment Amount | 100% | ||
Revenue Interest Financing Agreement | Period Ending December 31, 2032 | Sagard | |||
Revenue Interest Financing Agreement | |||
Minimum amount expressed as a percentage of the Investment Amount | 190% | ||
Revenue Interest Financing Agreement | On Or Before Third Anniversary | |||
Revenue Interest Financing Agreement | |||
Payments at repurchase price investment percent | 160% | ||
Revenue Interest Financing Agreement | After Third Anniversary | |||
Revenue Interest Financing Agreement | |||
Payments at repurchase price investment percent | 180% | ||
Royalty monetization agreement | After Fourth Anniversary | |||
Revenue Interest Financing Agreement | |||
Payments at repurchase price investment percent | 190% |
Revenue Interest Financing Ag_4
Revenue Interest Financing Agreement - Summary of Activity (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue Interest Financing Agreement | |||
Revenue Interest Financing Starting Balance | $ 35,977 | $ 30,877 | |
Non-cash interest expense | 3,156 | 2,916 | |
Amortization of debt discount | 197 | 134 | |
Payments | (1,050) | (421) | |
Revenue Interest Financing Ending Balance | 38,280 | 33,506 | |
Current portion of revenue interest financing liability | 2,849 | 1,556 | $ 2,211 |
Long-term portion of revenue interest financing liability | 35,431 | 31,950 | 33,766 |
Revenue Interest Financing Balance | $ 38,280 | $ 33,506 | $ 35,977 |
Collaboration Revenue - Narrati
Collaboration Revenue - Narrative (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 18 Months Ended | ||||||
Jul. 30, 2021 USD ($) | Jul. 30, 2021 EUR (€) item | May 31, 2023 USD ($) | Dec. 31, 2022 USD ($) item product | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) item | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
License and Collaboration Revenue | |||||||||||
Contract liability | $ 400 | $ 500 | $ 400 | $ 500 | $ 400 | ||||||
Net Contract Liability | 17,844 | 17,844 | 17,844 | $ 17,545 | |||||||
Collaboration revenue | |||||||||||
License and Collaboration Revenue | |||||||||||
Collaboration revenue | 18 | 18 | 36 | 18 | |||||||
Collaboration Agreement with Orion | |||||||||||
License and Collaboration Revenue | |||||||||||
Upfront fee received | $ 29,600 | € 25 | |||||||||
Number of days from receipt of the final report, in which the collaboration agreement may be terminated | 90 days | 90 days | |||||||||
Percentage of upfront fee which must be refunded in the event of termination | 75% | ||||||||||
Amount of payment receivable upon achievement of specific clinical and commercial achievements | € | € 97 | ||||||||||
Term of collaboration agreement | 10 years | 10 years | |||||||||
Number of performance obligations | item | 3 | ||||||||||
Collaboration revenue | $ 12,700 | ||||||||||
Transaction Price | 37,880 | 37,880 | 37,880 | 37,880 | |||||||
Contract liability | 12,968 | 12,968 | 12,968 | 13,709 | |||||||
Contract asset | 1,836 | 1,836 | 1,836 | 2,912 | |||||||
Net Contract Liability | 11,132 | 11,132 | 11,132 | 10,797 | |||||||
Offset by contract asset | 1,836 | 1,836 | 1,836 | 2,912 | |||||||
Incremental costs incurred in obtaining the agreement | 2,000 | 2,000 | 2,000 | ||||||||
Capitalized contract costs | 900 | 900 | 900 | ||||||||
Collaboration Agreement with Orion | Selling, general and administrative | |||||||||||
License and Collaboration Revenue | |||||||||||
Contract acquisition costs included in selling, general and administrative expense | 1,100 | ||||||||||
Collaboration Agreement with Orion | License Revenue | |||||||||||
License and Collaboration Revenue | |||||||||||
Transaction Price | 21,660 | 21,660 | 21,660 | 21,660 | |||||||
Collaboration Agreement with Orion | Development and Regulatory Services | |||||||||||
License and Collaboration Revenue | |||||||||||
Amortization of transaction price as a reduction of research and development costs | 700 | ||||||||||
Transaction Price | 6,717 | 6,717 | 6,717 | 6,717 | |||||||
Contract liability | 3,465 | 3,465 | 3,465 | 4,206 | |||||||
Collaboration Agreement with Orion | Supply of License Product | |||||||||||
License and Collaboration Revenue | |||||||||||
Transaction Price | 9,503 | 9,503 | 9,503 | 9,503 | |||||||
Contract liability | 9,503 | 9,503 | 9,503 | 9,503 | |||||||
Collaboration Agreement with Tenacia | |||||||||||
License and Collaboration Revenue | |||||||||||
Upfront fee received | $ 10,000 | ||||||||||
Aggregate amount | 256,000 | ||||||||||
Milestone regulatory approvals | 15,000 | ||||||||||
Aggregative sales based milestone | $ 241,000 | ||||||||||
Term of collaboration agreement | 45 days | ||||||||||
Number of performance obligations | item | 2 | 2 | |||||||||
Number of commitments represent distinct performance | item | 2 | 2 | |||||||||
Transaction Price | 10,000 | 10,000 | 10,000 | 10,000 | |||||||
Contract liability | 7,002 | 7,002 | 7,002 | 7,002 | |||||||
Contract asset | 700 | 700 | 700 | 700 | |||||||
Net Contract Liability | 6,302 | 6,302 | 6,302 | 6,302 | |||||||
Offset by contract asset | 700 | 700 | 700 | 700 | |||||||
Incremental costs incurred in obtaining the agreement | 1,000 | 1,000 | 1,000 | ||||||||
Capitalized contract costs | 700 | 700 | 700 | ||||||||
Cost of product revenue | 200 | ||||||||||
Number of Selected Products to which milestone payments applicable | product | 1 | ||||||||||
Collaboration Agreement with Tenacia | Selling, general and administrative | |||||||||||
License and Collaboration Revenue | |||||||||||
Contract acquisition costs included in selling, general and administrative expense | 100 | ||||||||||
Collaboration Agreement with Tenacia | License Revenue | |||||||||||
License and Collaboration Revenue | |||||||||||
Collaboration revenue | 0 | $ 0 | 0 | $ 0 | |||||||
Transaction Price | 2,998 | 2,998 | 2,998 | 2,998 | |||||||
Collaboration Agreement with Tenacia | Collaboration revenue | |||||||||||
License and Collaboration Revenue | |||||||||||
Transaction Price | 3,000 | 3,000 | 3,000 | 3,000 | |||||||
Collaboration Agreement with Tenacia | Supply of License Product | |||||||||||
License and Collaboration Revenue | |||||||||||
Transaction Price | 7,002 | 7,002 | 7,002 | 7,002 | |||||||
Contract liability | $ 7,002 | $ 7,002 | 7,002 | $ 7,002 | |||||||
Biologix Distribution and Supply Agreement | |||||||||||
License and Collaboration Revenue | |||||||||||
Upfront fee received | $ 500 | ||||||||||
Biologix Distribution and Supply Agreement | Maximum | |||||||||||
License and Collaboration Revenue | |||||||||||
Collaboration revenue | $ 100 |
Collaboration Revenue - Allocat
Collaboration Revenue - Allocation of the transaction price to the performance obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
License and Collaboration Revenue | |||
Contract Liability | $ 400 | $ 500 | |
Net Contract Liability | 17,844 | $ 17,545 | |
Collaboration Agreement with Orion | |||
License and Collaboration Revenue | |||
Transaction Price | 37,880 | 37,880 | |
Cumulative Collaboration Revenue Recognized | 24,912 | 24,171 | |
Contract Liability | 12,968 | 13,709 | |
Less Total Contract Asset | 1,836 | 2,912 | |
Net Contract Liability | 11,132 | 10,797 | |
Collaboration Agreement with Orion | License Revenue | |||
License and Collaboration Revenue | |||
Transaction Price | 21,660 | 21,660 | |
Cumulative Collaboration Revenue Recognized | 21,660 | 21,660 | |
Collaboration Agreement with Orion | Development and Regulatory Services | |||
License and Collaboration Revenue | |||
Transaction Price | 6,717 | 6,717 | |
Cumulative Collaboration Revenue Recognized | 3,252 | 2,511 | |
Contract Liability | 3,465 | 4,206 | |
Collaboration Agreement with Orion | Supply of License Product | |||
License and Collaboration Revenue | |||
Transaction Price | 9,503 | 9,503 | |
Contract Liability | 9,503 | 9,503 | |
Collaboration Agreement with Tenacia | |||
License and Collaboration Revenue | |||
Transaction Price | 10,000 | 10,000 | |
Cumulative Collaboration Revenue Recognized | 2,998 | 2,998 | |
Contract Liability | 7,002 | 7,002 | |
Less Total Contract Asset | 700 | 700 | |
Net Contract Liability | 6,302 | 6,302 | |
Collaboration Agreement with Tenacia | License Revenue | |||
License and Collaboration Revenue | |||
Transaction Price | 2,998 | 2,998 | |
Cumulative Collaboration Revenue Recognized | 2,998 | 2,998 | |
Collaboration Agreement with Tenacia | Supply of License Product | |||
License and Collaboration Revenue | |||
Transaction Price | 7,002 | 7,002 | |
Contract Liability | $ 7,002 | $ 7,002 |
Restructuring Costs - Other (De
Restructuring Costs - Other (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Restructuring Costs | ||||
Percentage of workforce impacted by RIF | 20% | |||
Restructuring costs | $ 1,950 | $ 1,950 | ||
Unpaid restructuring costs | $ 952 | 952 | ||
Employee Severance | ||||
Restructuring Costs | ||||
Restructuring costs | 1,193 | |||
Contract Termination | ||||
Restructuring Costs | ||||
Restructuring costs | $ 759 |
Restructuring Costs - Summary o
Restructuring Costs - Summary of Changes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Restructuring Balances | ||
Restructuring costs as of beginning of period | ||
Restructuring costs incurred | $ 1,950 | 1,950 |
Restructuring costs paid | (670) | |
Less noncash stock-based compensation expense related to RIF | (330) | |
Restructuring costs payable at end of period | $ 952 | 952 |
Employee Severance | ||
Restructuring Balances | ||
Restructuring costs incurred | 1,193 | |
Contract Termination | ||
Restructuring Balances | ||
Restructuring costs incurred | $ 759 |