Equity Method Investments and Other Investments | 5. Equity Method Investments and Other Investments Equity Method Investments As o f December 31, 2023 and 2022, the Company accounted for the following investments in the investee’s common stock under the equity method (in thousands): As of December 31, 2023 As of December 31, 2022 Date First Common Stock Carrying Common Stock Carrying Investee Acquired Ownership % Value Ownership % Value Innoplexus A.G. August 2018 35.0 % $ — 35.0 % $ — COMPASS Pathways plc December 2018 15.4 % (1) — 22.4 % — GABA Therapeutics, Inc November 2020 3.6 % (2) — 7.5 % (2) — Total $ — $ — (1) The Company accounted for its investment in COMPASS Pathways plc ("COMPASS") under the equity method until August 18, 2023, the closing date of COMPASS's dilutive financing round described below in Other investments held at fair value. (2) The Company is deemed to have significant influence over GABA Therapeutics, Inc ("GABA") through its total ownership interest in GABA, including the Company’s investment in GABA’s preferred stock, described below in Other investments. The Company’s total ownership interest, considering both preferred and common stock is 54.1% . Other investments held at fair value COMPASS Pathways plc COMPASS is a mental health care company dedicated to pioneering the development of a new model of psilocybin therapy with its product COMP360. The Company first acquired investments in COMPASS in December 2018 with additional investments through 2021.The Company’s ownership interest in COMPASS as of December 31, 2022 , was 22.4 %. In August 2023, COMPASS closed its most recent financing round, in which the Company did not participate, and the Company's ownership interest in COMPASS was reduced to 15.4 %. For the year ended December 31, 2022 and the period through August 18, 2023, the Company maintained significant influence through its ownership interest and accounted for its COMPASS investment under the equity method. The carrying value of the Company's COMPASS investment was reduced to zero as of December 31, 2022 due to IPR&D charges with no alternative future use and recognition of its proportionate share of COMPASS net losses. During the year ended December 31, 2022 , the Company recognized its proportionate share of COMPASS’s net loss of $ 10.1 million as Losses from investments in equity method investees, net of tax on the consolidated statements of operations. Following COMPASS's August 2023 financing, the Company evaluated its ability to continue to exercise significant influence over its investment and determined that it no longer had significant influence. Subsequent to this remeasurement date, the Company's COMPASS investment is accounted for at fair value under ASC 321 and recorded in Other investments held at fair value on the consolidated balance sheets. Any changes in fair value of the Company's COMPASS investment are recorded as a Change in fair value of assets and liabilities, net in its consolidated statements of operations. Based on quoted market prices, the fair value of the Company’s COMPASS investment was $ 83.7 million as of December 31, 2023. For the year ended December 31, 2023 , the Company recorded $ 81.9 million of Change in fair value of assets and liabilities, net. IntelGenx Technologies Corp. IntelGenx is a novel drug delivery company focused on the development and manufacturing of novel oral thin film products for the pharmaceutical market. In March 2021, IntelGenx and the Company entered into the Strategic Development Agreement and Purchaser Rights Agreement (“PPA”). Securities Purchase Agreement In May 2021, IntelGenx and the Company executed a Securities Purchase Agreement (the “IntelGenx SPA”) after obtaining IntelGenx shareholder approval, whereby IntelGenx issued shares of its common stock and warrants to the Company at a price of approximately $ 12.3 million. Each warrant (the “Initial Warrants”) entitles the Company to purchase one share at a price of $ 0.35 per share for a period of three years from the closing of the initial investment in March 2021. Pursuant to the IntelGenx SPA, the Company has the right to purchase (in cash, or in certain circumstances, the Company’s equity) additional units for a period of three years from the closing of the initial investment (the “Additional Unit Warrants”). Each Additional Unit Warrant will be comprised of (i) one share of common stock and (ii) one half of one warrant (the “Additional Warrants”). The price for the Additional Unit Warrants will be (i) until the date which is 12 months following the closing and the purchase does not result in the Company owning more than 74,600,000 common shares of IntelGenx, $ 0.331 (subject to certain exceptions), and (ii) until the date which is 12 months following the closing and the purchase results in the Company owning more than 74,600,000 common shares of IntelGenx or following the date which is 12 months following the closing regardless of the number of shares held by the Company, the lower of (A) a 20 % premium to the volume weighted average price of the common share for the thirty trading days immediately preceding the news release of the additional closing, and (B) $ 0.50 if purchased in the second year following closing or $ 0.75 , if purchased in the third year following closing. Each Additional Warrant will entitle the Company, for a period of three years from the date of issuance, to purchase one share at the lesser of either (i) a 20 % premium to the price of the corresponding additional share, or (ii) the price per share under which shares of IntelGenx are issued under convertible instruments that were outstanding on February 16, 2021, provided that the Company may not exercise Additional Warrants to purchase more than the lesser of (x) 44,000,000 common shares of IntelGenx, and (y) the number of common shares issued by IntelGenx under outstanding convertibles held by other investors as of February 16, 2021. Following the initial closing, the Company held a 25 % voting interest in IntelGenx. Pursuant to the PPA, the Company is entitled to designate a number of directors to the IntelGenx’s board of directors in the same proportion as the shares of common stock held by the Company to the outstanding of IntelGenx common shares. The Company has significant influence over IntelGenx through the Company's ownership interest in IntelGenx’s equity and its noncontrolling representation on IntelGenx’s board of directors. The Company qualified for and elected to account for its investment in the IntelGenx common stock under the fair value option. The Company believes that the fair value option better reflects the underlying economics of the IntelGenx common stock investment. The Initial Warrants and the Additional Units Warrant are accounted for at fair value under ASC 321 and recorded in Other investments held at fair value on the consolidated balance sheets. The Company applied a calibrated model and determined that the initial aggregate fair value of its $ 12.3 million investment was equal to the transaction price and recorded the common shares at $ 3.0 million, the Initial Warrants at $ 1.2 million and the Additional Unit Warrants at $ 8.2 million on a relative fair value basis resulting in no initial gain or loss recognized in the consolidated statements of operations. The Company recognizes subsequent changes in fair value of the common shares, the Initial Warrants and the Additional Unit Warrants as Change in fair value of assets and liabilities, net, a component of other income (expense), net in the consolidated statements of operations. The carrying amount of the investment was reduced to zero as of December 31, 2021. During the years ended December 31, 2023 and 2022 , the Company did no t recognize a change in fair value in the consolidated statements of operations. The carrying value of the investment remained at zero as of December 31, 2023 and 2022. Subscription Agreement, as amended In August 2023, IntelGenx and the Company entered into a subscription agreement (the “Subscription Agreement”), under which the Company paid IntelGenx $ 2.2 million for 2,220 convertible debenture units (the "2023 Initial Units"), with each convertible debenture unit consisting of: (i) $ 1,000 principal amount convertible promissory notes (the “2023 Initial Notes”) bearing interest at a rate of 12.0 % per annum, payable quarterly in arrears beginning September 30, 2023, with all principal and accrued interest convertible into common shares of IntelGenx, at any time from the date that is six months following their issuance up to and including August 31, 2026 at a conversion price equal to $ 0.185 per common share; and (ii) 5,405 common share purchase warrants of IntelGenx (the “2023 Initial Warrants”), each exercisable at an exercise price of $ 0.26 per common share for a period of three years following their issuance. Pursuant to the Subscription Agreement, the Company agreed to subscribe for an additional 750 convertible debenture units (the "2023 Subsequent Units") at a price of $ 750,000 subject to obtaining certain shareholder approvals. The Subsequent Units contain the same terms as the Initial Units, with each Subsequent Unit consisting of (i) $ 1,000 principal amount convertible promissory notes ("2023 Subsequent Notes") and (ii) 5,405 common share purchase warrants of IntelGenx ("2023 Subsequent Warrants"). Effective September 30, 2023 , IntelGenx and the Company amended the Subscription Agreement (the “Amended Subscription Agreement”), allowing the Company, subject to obtaining certain shareholder approvals, the "Call Option" to purchase up to an additional 7,401 convertible debenture units (the “Call Option Units”). The Call Option Units contain the same terms as the Initial Units, with each Call Option Unit consisting of (i) $ 1,000 principal amount convertible promissory notes, and (ii) 5,405 common share purchase warrants of IntelGenx. The issuance of any Call Option Unit shall result in a corresponding reduction in the Company's remaining purchase right pursuant to the IntelGenx SPA executed in May 2021 (the “2021 Purchase Right”), with such right to be reduced by the maximum number of shares of common stock issuable in connection with such Call Option Units, and (ii) in the event that the 2021 Purchase Right has been fully or partially exercised such that the aggregate number of shares of common stock issued thereunder together with the number of shares of common stock issuable in accordance with the Call Option Units would exceed 100,000,000 , the number of shares of common stock that may be issued in connection with the Call Option Units shall be reduced such that the aggregate number of shares of common stock issued thereunder together with the number of shares of common stock issuable in accordance with the Call Option Units does not exceed 100,000,000 . The maximum number of shares of common stock available under the 2021 Purchase Right was reduced from 130,000,000 shares of common stock to 100,000,000 shares of common stock, such that in no event shall the aggregate number of shares of common stock issuable in accordance with the Call Option Units and the 2021 Purchase Right exceed 100,000,000 . There are limits over the conversion of the Initial Units, Subsequent Units, Call Options Units and the IntelGenx Term Loan into common shares. The Company qualified for and elected to account for its investment in the convertible debenture units and call option under the fair value option. The Company believes that the fair value option better reflects the underlying economics of the convertible debenture units and call option. The convertible promissory notes are accounted for at fair value under ASC 320 and recorded in Convertible notes receivable - related party in the consolidated balance sheet, as described further in Note 6. The warrants and call option are accounted for pursuant to the fair value option election and recorded in Other investments held at fair value in the consolidated balance sheet. For the Initial Units, the Company applied a calibrated model and determined that the initial aggregate fair value of its $ 2.2 million investment was equal to the transaction price and recorded the 2023 Initial Notes at $1 .5 million and the 2023 Initial Warrants at $ 0.7 million on a relative fair value basis resulting in no initial gain or loss recognized in the consolidated statements of operations. The Company will recognize subsequent changes in fair value of the Initial Units as Change in fair value of assets and liabilities, net, a component of other income (expense), net in the consolidated statements of operations. As of December 31, 2023 , the fair value of the 2023 Initial Warrants was $ 0.7 million. For the year ended December 31, 2023, the Company recognized an immaterial amount in Change in fair value of assets and liabilities, net relating to the 2023 Initial Warrants in its consolidated statements of operations. In November 2023, upon shareholder approval, the Company paid $ 750,000 for the 2023 Subsequent Units. The Company applied a calibrated model and determined that the initial aggregate fair value of its $ 0.8 million investment was equal to the transaction price and recorded the 2023 Subsequent Notes at $ 0.6 million and the 2023 Subsequent Warrants at $ 0.2 million on a relative fair value basis resulting in no initial gain or loss recognized in the consolidated statements of operations. The Company will recognize subsequent changes in fair value of the Subsequent Units as Change in fair value of assets and liabilities, net, a component of other income (expense), net in the consolidated statements of operations. As of December 31, 2023 , the fair value of the 2023 Subsequent Warrants was $ 0.2 million. For the year ended December 31, 2023, the Company recognized an immaterial amount in Change in fair value of assets and liabilities, net relating to the 2023 Subsequent Warrants in its consolidated statements of operations. In November 2023, upon shareholder approval, the Call Option had an estimated fair value of $ 5.1 million and is recorded in Other investments held at fair value in the consolidated balance sheet. The Call Option is additional value conveyed to the Company relating to its investment in and Strategic Development Agreement with IntelGenx. Accordingly, the Company has also recorded a $ 5.1 million deferred credit, included in Other liablities in the consolidated balance sheet. As appropriate, the Company will account for the deferred credit as a reduction of research and development expense in its consolidated statements of operation until the credit is exhausted or the Company is no longer receiving goods or services from IntelGenx. As of December 31, 2023 , the fair value of the Call Option was $ 5.2 million. For the year ended December 31, 2023 , the Company recognized $ 0.1 million in Change in fair value of assets and liabilities, net relating to the Call Option in its consolidated statements of operations. Strategic Development Agreement Pursuant to the Strategic Development Agreement, the Company engages IntelGenx to conduct research and development projects (“Development Project”) using IntelGenx’s proprietary oral thin film technology. Under the terms of the Strategic Development Agreement, the Company can select four (4) program products. As of the effective date of the Strategic Development Agreement, the Company nominated two (2) program products - DMT and Salvinorin A. 20 % of any funds that IntelGenx received or will receive through the Company’s equity investment under the IntelGenx SPA will be available to be credited towards research and development services that IntelGenx conducts for the Company under the Development Projects. The Company is eligible to receive a total credit of $ 2.5 million. For the years ended December 31, 2023 and 2022 , research and development expense relating to the Strategic Development Agreement were $ 0.7 million and $ 0.5 million, respectively, which was applied as a reduction in research and development expenses in accordance with the Strategic Development Agreement. Other investments The Company has accounted for its other investments that do not have a readily determinable fair value under the measurement alternative. As of December 31, 2023 and 2022, the carrying values of Other investments, which consisted of investments in the investee’s preferred stock and common stock not in the scope of ASC 323 were as follows (in thousands): December 31, December 31, 2023 2022 GABA Therapeutics, Inc. $ 1,838 $ 5,387 DemeRx NB, Inc. — 1,024 Juvenescence Limited — 344 Total $ 1,838 $ 6,755 The Company’s investments in the preferred stock of Innoplexus, GABA, and DemeRx NB are not considered as in-substance common stock due to the existence of substantial liquidation preferences and therefore did not have subordination characteristics that were substantially similar to the common stock. During the years ended December 31, 2023 and 2022 there were no observable changes in price recorded related to the Company’s Other Investments. During the years ended December 31, 2023 and 2022, the Company evaluated all of its other investments to determine if certain events or changes in circumstance during these time periods in 2023 and 2022 had a significant adverse effect on the fair value of any of its investments in nonconsolidated entities. Based on this analysis, the Company did not note any impairment indicators associated with the Company’s Other Investments. Innoplexus AG Innoplexus AG is a technology company that provides “Data as a Service” and “Continuous Analytics as a Service” solutions that aims to help healthcare organizations leverage their technologies and expedite the drug development process across all stages—preclinical, clinical, regulatory and commercial. The Company first acquired investments in Innoplexus in August 2018. As of December 31, 2020, the Company owned 35.0 % of the common stock issued by Innoplexus. The Company has significant influence over Innoplexus through its noncontrolling representation on the investee’s supervisory board. Accordingly, the Company’s investment in Innoplexus’ common stock was accounted for in accordance with the equity method. The Company’s investment in Innoplexus’ preferred stock did not meet the criteria for in-substance common stock. As such, the investment in Innoplexus’ preferred stock was accounted for under the measurement alternative as discussed below. In February 2 021, the Company entered into a Share Purchase and Assignment Agreement (the “Innoplexus SPA”) to sell its shares of common and preferred stock held in Innoplexus to a current investor of Innoplexus (the “Purchaser”) in exchange for an initial purchase price of approximately $ 2.4 million. In addition, the Company is entitled to receive contingent payments based on the occurrence of subsequent equity transactions or liquidity events at Innoplexus as determined under the Innoplexus SPA. Pursuant to the Innoplexus SPA, the Purchaser is required to hold a minimum number of shares equivalent to the number of shares purchased from the Company through December 31, 2026 . In the event that the Purchaser is in breach of this requirement, the purchaser is required to pay the Company an additional purchase price of approximately $ 9.6 million. The transaction was accounted for as a secured financing as it did not qualify for sale accounting under ASC Topic 860, Transfers and Servicing (ASC 860), due to the provision under the Innoplexus SPA which constrained the Purchaser from its right to pledge or exchange the underlying shares and provided more than a trivial benefit to the Company. The initial proceeds from the transaction are reflected as a secured borrowing liability of $ 2.4 million as of December 31, 2023 and 2022, which is included in Other liabilities in the Company’s consolidated balance sheets. The Company will continue to account for its investment in Innoplexus’ common stock under the equity method of accounting and its investment in Innoplexus’ preferred shares under the measurement alternative. In addition, the Innoplexus SPA also provides the rights for the Company to receive additional consideration with a maximum payment outcome of $ 22.3 million should the equity value of Innoplexus exceed certain thresholds upon the occurrence of certain events. The Company concluded that this feature met the definition of a derivative which required bifurcation. As the probability of the occurrence of certain events defined in the Innoplexus SPA was less than remote, the Company concluded that the fair value of the embedded derivative ascribed to this feature was de minimis as of December 31, 2023 and 2022. The carrying value of the Company’s investment in Innoplexus was zero as of December 31, 2023 and December 31, 2022. GABA Therapeutics, Inc. GABA is a California based biotechnology company focused on developing GRX-917 for anxiety, depression and a broad range of neurological disorders. The Company is deemed to have significant influence over GABA through its total ownership interest in GABA’s equity, including the Company’s investment in GABA’s preferred stock, and the Company’s noncontrolling representation on GABA’s board of directors. Common Stock Investment The Company’s investment in GABA’s common stock was accounted for in accordance with the equity method. In November 2020 the Company exercised its option to purchase additional shares of common stock of GABA at a price of approximately $ 1.8 million pursuant to an Omnibus Amendment Agreement under which the Right of First Refusal and Co-Sale Agreement was amended. Pursuant to the amended Right of First Refusal and Co-Sale Agreement, the Company also has the option but not the obligation to purchase additional shares of common stock for up to $ 2.0 million from the existing common shareholders. The carrying value of the investment in GABA common stock was reduced to zero as of December 31, 2020 due to IPR&D charges with no alternative future use and remained zero as of December 31, 2023. Preferred Stock Investment The Company’s investment in GABA’s preferred stock did not meet the criteria for in-substance common stock. As such, the investment in GABA’s preferred stock is accounted for under the measurement alternative. In August 2019, GABA and the Company entered into the Preferred Stock Purchase Agreement (the “GABA PSPA”), whereby GABA issued shares of its Series A preferred stock to the Company at a price of approximately $ 5.5 million. At closing, the Company had an overall ownership interest of over 20 % in GABA and a noncontrolling representation on the board. Pursuant to the GABA PSPA, the Company was obligated to purchase additional shares of Series A preferred stock for up to $ 10.0 million with the same price per share as its initial investment, upon the achievement of specified contingent clinical development milestones. In April 2021, pursuant to the GABA PSPA, the Company purchased additional shares of Series A preferred stock of GABA, for an aggregate cost of $ 5.0 million based on the achievement of certain development milestones. In May 2021, the Company exercised its option to purchase additional shares of Series A preferred stock prior to the achievement of certain development milestone for an aggregate cost of $ 5.0 million completing its obligation to purchase additional shares. The completion of the Series A Preferred stock purchase in May 2021 was deemed to be a reconsideration event at which point GABA was no longer deemed a VIE as GABA now had sufficient equity at risk to finance its activities through the initial development period without additional subordinated financial support. Entities that do not qualify as a VIE are assessed for consolidation under the voting interest model (“VOE model”). Under the VOE model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50 % of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights. While the Company holds greater than 50% of the outstanding equity interest of GABA, the Company does not have the power to control the entity. Concurrent with the exercise of the option, the Company executed a side letter with the other equity holders of GABA agreeing to forego the rights to additional seats on the board of directors, resulting in the Company lacking the ability to control the investee. The Company concluded that it does not have a controlling financial interest that would require consolidation under the VOE model and accounted for the investments in GABA preferred stock under the measurement alternative per ASC 323. As of December 31, 2023 and2022, the investment in GABA’s preferred stock was recorded in Other investments in the consolidated balance sheets. In May 2021, GABA and the Company entered into an Amendment to Preferred Stock Purchase Agreement (the "Amended GABA PSPA”) under which the GABA PSPA was amended and shares of its Series A preferred stock were issued to the Company at a price of approximately $ 0.6 million. Pursuant to the Amended GABA PSPA, the Company is obligated to purchase additional shares of Series A preferred stock from GABA for up to $ 1.5 million with the same price per share as its initial investment upon the achievement of specified contingent clinical development milestones. In September 2022, pursuant to the Amended PSPA, GABA issued additional shares of its Series A preferred stock to the Company at a price of approximately $ 0.6 million based on the achievement of certain development milestones. As of December 31, 2023 , the Company's remaining obligation to purchase additional shares of Series A preferred stock from GABA is for up to $ 0.9 million at the same price per share as its initial investment upon the achievement of specified contingent milestones. In accordance with the Amended GABA PSPA, the Company also has the option but not the obligation to purchase the aforementioned additional shares of Series A preferred stock at any time prior to the achievement of any milestone at the same price per share as its initial investment. GABA’s net losses attributable to the Company were determined based on the Company’s ownership percentage of preferred stock in GABA and recorded to the Company’s investments in GABA preferred stock. During the year ended December 31, 2023 and 2022 , the Company recognized its proportionate share of GABA’s net loss of $ 3.6 million and $ 5.9 million, respectively as Losses from investments in equity method investees, net of tax on the consolidated statements of operations. DemeRx NB, Inc. In December 2019, the Company jointly formed DemeRx NB, Inc. ("DemeRx NB") with DemeRx Inc. DemeRx Inc. and DemeRx NB entered into a Contribution Agreement whereby DemeRx inc. assigned all of its rights, title, and interests in and to all of its assets relating to DMX-1002, Noribogaine, in exchange for shares of common stock of DemeRx NB. DemeRx NB will use the contributed intellectual property to develop Noribogaine. Noribogaine is an active metabolite of ibogaine designed to have a longer plasma half-life and potentially reduced hallucinogenic effects compared to ibogaine. In connection with the Contribution Agreement, the parties entered into a Series A Preferred Stock Purchase Agreement (the “DemeRx NB PSPA”) pursuant to which the Company purchased shares of Series A preferred stock of DemeRx NB at a purchase price of $ 1.0 million. At closing, the Company had less than 20 % of ownership interest in DemeRx NB and a noncontrolling representation on DemeRx NB's board of directors. The investment in DemeRx NB was recorded in Other investments on the consolidated balance sheets under the measurement alternative under ASC 321. In October 2023, the Company and DemeRx, Inc. entered into a Stock Purchase and Framework Agreement which resulted in the Company's acquisition of DemeRx, Inc.’s equity ownership of DemeRx IB (the “Stock Purchase”), in exchange for consideration that included, among other items, the transfer of the Company's ownership in DemeRx, NB, Inc. to DemeRx, Inc. In connection with the Stock Purchase, the Company assessed the fair market value of its DemeRx NB investment and determined that it had been impaired. As a result, the Company recognized a $ 1.0 million impairment loss in Impairment of other investments, a component of other income, net in the consolidated statements of operations for the year ended December 31, 2023. Juvenescence Limited As of December 31, 2022 the Company’s investment in Juvenescence Limited (“Juvenescence”) was in common stock, however, it was not able to exercise significant influence over the operating and financial decisions of Juvenescence. During the year ended December 31, 2023 , the Company divested its investment in Juvenescence Limited ("Juvenescence") and recognized a $ 0.1 million gain on the transaction reflected in Other income (expense), net on the consolidated statements of operations. Summarized Financial Information The following is a summary of financial data for investments accounted for under the equity method of accounting (in thousands): Balance Sheets December 31, 2023 GABA Current assets $ 1,720 Non-current assets — Total assets $ 1,720 Current liabilities $ 1,546 Non-current liabilities — Total liabilities $ 1,546 December 31, 2022 COMPASS (1) GABA Current assets $ 191,651 $ 3,933 Non-current assets 5,643 — Total assets $ 197,294 $ 3,933 Current liabilities $ 15,596 $ 1,542 Non-current liabilities 418 — Total liabilities $ 16,014 $ 1,542 Statements of operations Nine Months Ended September 30, 2023 Year Ended December 31, 2023 COMPASS (1) GABA Revenue $ — $ — Loss from continuing operations $ ( 98,514 ) $ ( 3,593 ) Net loss $ 85,932 $ ( 3,593 ) Year Ended December 31, 2022 COMPASS (1) GABA Revenue $ — $ — Loss from continuing operations $ ( 110,403 ) $ ( 5,867 ) Net loss $ ( 91,505 ) $ ( 5,867 ) (1) As of August 18, 2023, the Company determined that it no longer had significant influence. At this remeasurement date, the Company qualified for and elected to account for its investment in COMPASS under the fair value option. Summarized financial information is as of and for the nine month period ending September 30, 2023 as this information is not readily available as of August 18, 2023 and the Company has no practical way to estimate otherwise. |