Investments | 5. Investments Other investments held at fair value COMPASS Pathways plc 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, and accounted for its investment under the equity method until August 2023. 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 %. Following the 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 and as such will account for its COMPASS investment under ASC 321 at fair value. Any changes in fair value of the Company's investment in COMPASS will be recorded as a Change in fair value of assets and liabilities, net in its consolidated statements of operations. Based on quoted market prices, the market value of the Company’s ownership in COMPASS was $ 79.6 million and $ 83.7 million as of March 31, 2024 and December 31, 2023, respectfully. The Company has recorded the change in fair value of other investments held at fair value in its unaudited condensed consolidated statements of operations of $ 4.1 million for the three months ended March 31, 2024. 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 (the "Common Shares") 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”). As of the March 15, 2024 expiration date, the Company had not exercised any of the Initial Warrants or the Additional Unit Warrants, which had a carrying value of zero , resulting in no impact to the unaudited condensed consolidated balance sheet or unaudited condensed consolidated statement of operations. 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 Unit Warrants were 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, Initial Warrants (until exercise or expiration) and Additional Unit Warrants (until exercise or expiration) as a Change in fair value of assets and liabilities, net, a component of other income (expense), net in the consolidated statements of operations. During the three months ended March 31, 2024 and 2023 , the Company recognized a zero mark-to-market (“MTM”) gain/loss for the Common Shares in the unaudited condensed consolidated statements of operations. The carrying value of the Common Shares remained zero as of March 31, 2024 and December 31, 2023, respectively. The carrying value of the Initial Warrants and the Additional Unit Warrants as of December 31, 2023 was zero and the Company recognized a zero mark-to-market (“MTM”) gain/loss in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023. 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 unaudited condensed 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 unaudited condensed consolidated balance sheet. For the 2023 Initial Units, the Company 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 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 2023 Initial Notes (see Note 6) and 2023 Initial Warrants 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 March 31, 2024 and December 31, 2023, the fair value of the 2023 Initial Warrants was $ 1.0 million and $ 0.7 million, respectfully. For the three months ended March 31, 2024 , the Company recognized $ 0.3 million in Change in fair value of assets and liabilities, net relating to the 2023 Initial Warrants in its unaudited condensed consolidated statements of operations. In November 2023, upon shareholder approval, the Company paid $ 750,000 for the 2023 Subsequent Units. The Company 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 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 2023 Subsequent Notes (see Note 6) and 2023 Subsequent Warrants 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 March 31, 2024 and December 31, 2023, the fair value of the 2023 Subsequent Warrants was $ 0.3 million and $ 0.2 million, Respectfully. For the three months ended March 31, 2024, the Company recognized $ 0.1 million in Change in fair value of assets and liabilities, net relating to the 2023 Subsequent Warrants in its condensed 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 liabilities 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 March 31, 2024 and December 31, 2023 , the fair value of the Call Option was $ 6.2 million and $ 5.2 million, respectfully. For the three months ended March 31, 2024, the Company recognized $ 1.0 million in Change in fair value of assets and liabilities, net relating to the Call Option in its unaudited condensed 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 three months ended March 31, 2024 and 2023 , research and development expense relating to the Strategic Development Agreement were $ 0.1 million and $ 0.1 million, 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. Under the measurement alternative, the Company measured its other investments at cost, less any impairment, plus or minus, if any, observable price changes in orderly transactions for an identical or similar investment of the same issuer. The Company’s investments in the preferred stock of Innoplexus, GABA and Beckley Psytech Limited 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 three months ended March 31, 2024 and 2023, the Company evaluated all of its other investments to determine if certain events or changes in circumstance during these time periods in 2024 and 2023 had a significant adverse effect on the fair value of any of its investments in non-consolidated entities. Based on this analysis, the Company did not note any impairment indicators associated with the Company’s Other investments. During the three months ended March 31, 2024 and 2023 there were no observable changes in price recorded related to the Company’s Other investments. As of March 31, 2024 and December 31, 2023, the carrying values of other investments, which consisted of investments in the investee’s preferred stock not in the scope of ASC 323 were as follows (in thousands): March 31, December 31, 2024 2023 Beckley Psytech Limited $ 32,355 $ — GABA Therapeutics, Inc. 452 1,838 Innoplexus AG — — Total $ 32,807 $ 1,838 Beckley Psytech Limited Beckley Psytech Limited ("Beckley Psytech") is a clinical stage biotechnology company dedicated to improving the lives of people suffering from neuropsychiatric disorders by transforming psychedelics into effective and rapid-acting clinical medicines. Its most advanced programs are focused on the development of psychedelic-based medicines to treat people with treatment resistant depression and major depressive disorder. Subscription and shareholders' agreement On January 3, 2024, the Company entered into a subscription and shareholders' agreement with Beckley Psytech and certain other shareholders as identified in the agreement ("the SSA"). Pursuant to the terms of the SSA, the Company (a) has the right to acquire 24,096,385 newly issued series C preferred shares, par value £ 0.0001 per share, of Beckley Psytech (the “Series C Shares”) for a total purchase price of $ 40 million (the “Primary Investment”); and (b) undertakes to enter into a Share Purchase Deed (the “Secondary Sale SPA”) within 10 business days, pursuant to which the Company will acquire a total of 11,153,246 shares of Beckley Psytech from certain existing shareholders of Beckley Psytech (the “Secondary Sale” and together with the Primary Investment, the “Investment”), all of which will be re-designated into Series C Shares immediately prior to completion of the Secondary Sale, for a total purchase price of $ 10 million. In connect with the SSA, the Company acquired, pursuant to an equity warrant instrument between the Company and Beckley Psytech, 24,096,385 warrants to purchase an amount of Series C shares equal to the lesser of (i) 24,096,385 Series C Shares; or (ii) such number of Series C Shares (rounded up to the nearest whole number) as immediately after their issuance would, together with all shares held by the Company in the issued share capital of Beckley Psytech, equal less than 50 % of Beckley Psytech’s fully diluted share capital, and each such warrant is exercisable at an exercise price of $ 2.158 per share ("Series C Warrants"). Also under the SSA, the Company will have the right to receive additional warrants to purchase Series C Shares in the event Beckley Psytech issues equity or equity linked securities pursuant to a deferred equity arrangement in connection with a prior acquisition made by Beckley Psytech, each such warrant is exercisable at an exercise price of $ 1.66 per share. Each of the warrants described above is exercisable upon delivery of a written notice to Beckley Psytech ("Additional Warrants"). Initial Subscription On January 3, 2024, the Company made an initial payment of $ 25 million for 15,060,241 Series C Shares at a subscription share price of $ 1.66 (“Initial Shares”) and delivered the executed deferred payment escrow agreement ("Escrow Agreement") to Beckley Psytech which was the condition for the closing or completion of the transaction (“Initial Subscription”). Secondary Sale On January 18, 2024, the Company and Beckley Psytech entered into the Secondary Sale SPA pursuant to which the Company agreed to purchase 11,153,246 , £ 0.0001 par value, re-designated Series C shares (the “Secondary Sale Shares”) at a price of $ 0.8966 from the existing shareholders for an aggregate consideration of $ 10 million. On January 18, 2024, the Secondary Sale Shares were acquired by the Company. The Company paid a total of $ 35 million upon closing of the Initial Subscription and Secondary Shares Sale. The Company determined that the Additional Warrants meet the definition of a derivative instrument under ASC 815 and recorded the $ 1.5 million fair value in Other investments held at fair value in the unaudited condensed consolidated balance sheet, with subsequent changes in fair value being reflected through the unaudited condensed consolidated statement of operations in the Change in fair value of assets and liabilities. The Additional Warrants had a fair value of $ 2.6 million as of March 31, 2024, and there was no change in fair value for the three months ended March 31, 2024. The Company qualified for and elected to account for the remaining investment acquired per the SSA using the measurement alternative under ASC 321, and is included in Other Investments in the unaudited condensed consolidated balance sheet. The Company applied a calibrated model for the remaining $ 32.4 million investment, to account for the Initial Shares, option to purchase the Deferred Shares, Secondary Shares, and Series C Warrants, on a relative fair value basis resulting in no initial gain or loss recognized in the consolidated statements of operations. Deferred Shares On January 5, 2024, subject to the terms of the Escrow Agreement, the Company deposited $ 15.0 million into an escrow account. Prior to April 1, 2025, Beckley Psytech may, at its sole discretion, draw down up to $ 5.0 million from the escrow account, with the balance to be paid to Beckley Psytech at April 1, 2025. Beckley shall credit as fully-paid such corresponding number of Series C Shares as corresponds with the value of such draw-down. The total number of deferred payment shares ("Deferred Shares") is 9,036,144 with a share price of $ 1.66 . As of March 31, 2024 , Beckley Psytech has not made any draws against the escrow account. The Company reflects the $ 5.0 million Beckley Psytech may draw down at its sole discretion and the remaining $ 10.0 million held in escrow in Short term restricted cash for other investments and Long term restricted cash for other investments, respectively, within the unaudited condensed consolidated balance sheets as of March 31, 2024. 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 Dece mber 31, 2020 due to IPR&D charges with no alternative future use and remained zero as of March 31, 2024. The Company's ownership of GABA common stock was 7.2 % and 3.6 % as of March 31, 2024 and December 31, 2023, respectively. 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 under ASC 321. 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, which were purchased in April and May 2021. 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 321. 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 milest ones. As of March 31, 2024 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. As of March 31, 2024 and December 31, 2023, the investment in GABA’s preferred stock was recorded in Other Investments on the unaudited condensed consolidated balance sheets. 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 three months ended March 31, 2024 and 2023, the Company recognized its proportionate share of GABA’s net loss of $ 1.7 million and $ 1.0 million as losses from investments in equity method investees, net of tax on the unaudited condensed consolidated statements of operations. Innoplexus AG Innoplexus 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 had 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 under ASC 321 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 w hich 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 $ 2.3 million and $ 2.4 million as of March 31, 2024 and December 31, 2023, which is included in Other liabilities in the Company’s condensed 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 under ASC 321. In addition, the Innoplexus SPA also provides the right for the Company to receive additional consideration with a maximum payment outcome o f $ 22.3 million s hould 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 March 31, 2024. The carrying value of the Company’s investment in Innoplexus was zero as of March 31, 2024 and December 31, 2023. The Company's ownership of Innoplexus common stock was 35.0 % as of March 31, 2024 and December 31, 2023. 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 March 31, 2024 December 31, GABA GABA Current assets $ 975 $ 1,720 Total assets $ 975 $ 1,720 Current liabilities $ 1,398 $ 1,546 Total liabilities $ 1,398 $ 1,546 Statements of operations Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 GABA GABA Loss from continuing operations $ ( 1,701 ) $ ( 1,033 ) Net loss $ ( 1,701 ) $ ( 1,033 ) |