MeiraGTx (Nasdaq: MGTX) lands $400M Oberland royalty and equity deal
Rhea-AI Filing Summary
MeiraGTx Holdings plc entered into a strategic financing with Oberland Capital for up to $400 million to fund late-stage gene therapy programs. The structure includes up to $375 million of senior secured royalty notes tied to capped low single-digit royalties on global net sales of AAV-AIPL1, AAV2-hAQP1 and bota-vec, plus up to $25 million of equity.
The first equity tranche covers 950,570 ordinary shares at $10.52 per share for about $10 million, with an additional $15 million purchase right. Royalty payments start quarterly after marketing approval and adjust after a December 31, 2031 test date based on how much of the funded amount has been repaid. MeiraGTx can voluntarily repurchase the notes and Oberland can require repurchase upon certain events of default.
The company used this transaction to redeem in full its outstanding Perceptive notes and related interest and fees, terminating that agreement without early termination penalties. MeiraGTx granted Oberland security interests over cash, equity interests, receivables, property, plant and equipment and specified assets related to the included products, and granted registration rights for resale of the new equity.
Positive
- Secures up to $400 million in capital from Oberland Capital, including up to $375 million in non-dilutive royalty funding and up to $25 million in equity, to support development and commercialization of AAV2-hAQP1, bota-vec and AAV-AIPL1.
- Redeems Perceptive notes in full with no early termination penalties, paying all outstanding principal, accrued interest and related fees and terminating that agreement aside from surviving indemnity obligations.
Negative
- None.
Insights
Large royalty-and-equity deal reshapes MeiraGTx’s funding and debt profile.
MeiraGTx has arranged up to $400 million from Oberland Capital via royalty notes and equity. Up to $375 million will be repaid through capped, low single-digit royalties on net sales of three late-stage gene therapies, with rate adjustments tied to a December 31, 2031 test date.
The company immediately benefits from redeeming its Perceptive notes in full with no early termination penalties, simplifying debt and avoiding ongoing interest under that facility. In exchange, Oberland receives senior secured status over cash, equity interests, receivables, property, plant and equipment and specified product-related assets, increasing secured leverage on key programs.
An initial equity tranche of 950,570 shares at $10.52 per share raises about $10 million, with an option for a further $15 million of equity, providing additional flexibility. Future impact depends on regulatory approvals and net sales for AAV2-hAQP1, bota-vec and AAV-AIPL1, which will determine royalty payments, satisfaction of the test date condition, and whether MeiraGTx elects voluntary repurchases of the notes.
8-K Event Classification
Key Figures
Key Terms
Royalty Note Purchase Agreement financial
Revenue Payments financial
Total Funded Amount financial
Registration Rights Agreement financial
late radiation-induced xerostomia medical
X-linked retinitis pigmentosa medical
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financing did MeiraGTx (MGTX) announce with Oberland Capital?
How is the $375 million royalty funding for MeiraGTx (MGTX) structured?
What equity investment is included in MeiraGTx’s (MGTX) deal with Oberland?
How does the Oberland transaction affect MeiraGTx’s (MGTX) existing debt?
Which MeiraGTx (MGTX) products are covered by the new royalty arrangement?
What security interests back MeiraGTx’s (MGTX) Royalty Note Purchase Agreement?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
Current Report Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.Entry into a Material Definitive Agreement.
Royalty Note Purchase Agreement
On June 30, 2026, MeiraGTx Holdings plc (the “Company”) and certain of its subsidiaries entered into a Royalty Note Purchase Agreement (the “Royalty Note Purchase Agreement”), by and among MeiraGTx, LLC, as issuer, the Company and certain of its subsidiaries, as obligors (collectively, together with the Company, the “Obligors”), the purchasers party thereto (the “Purchasers”) and Maverick SA LLC, as purchaser agent, an affiliate of funds managed by Oberland Capital Management LLC (“Oberland”).
Pursuant to the Royalty Note Purchase Agreement, the Purchasers agreed to purchase senior secured royalty notes (the “Royalty Notes”) from MeiraGTx, LLC of up to $375 million in a series of royalty note purchases (each, a “Purchase”) as follows:
(i) | subject to the satisfaction of certain customary closing conditions, an initial Purchase on June 30, 2026 for an aggregate purchase price of $100 million (the “First Purchase”); |
(ii) | a second Purchase on July 17, 2026 for an aggregate purchase price of $25 million (the “Second Purchase”); |
(iii) | at MeiraGTx, LLC’s option and subject to the satisfaction of certain conditions, an additional Purchase for an aggregate purchase price of $50 million upon the occurrence of positive data readouts from the Phase 2 AQUAx2 study for AAV-hAQP1 for the treatment of radiation-induced xerostomia (the “Third Purchase”); |
(iv) | at MeiraGTx, LLC’s option and subject to the satisfaction of certain conditions, an additional Purchase for an aggregate purchase price of $50 million upon botaretigene sparoparvovec’s (“bota-vec”) receipt of marketing approval from either the U.S. Food and Drug Administration (“FDA”) or the European Medicines Agency for the treatment of RPGR gene-associated X-linked retinitis pigmentosa (the “Fourth Purchase”); |
(v) | at MeiraGTx, LLC’s option and subject to the satisfaction of certain conditions, an additional Purchase for an aggregate purchase price of $50 million upon AAV-hAQP1’s receipt of marketing approval from the FDA for the treatment of radiation-induced xerostomia (the “Fifth Purchase”); and |
(vi) | at MeiraGTx, LLC’s option and subject to the approval of each Purchaser agreeing to participate therein, in its sole discretion, a sixth Purchase for an aggregate purchase price of up to $100 million (the “Sixth Purchase”). |
The proceeds from the Royalty Notes may be used for working capital, the repayment of existing indebtedness and permitted business purposes.
The Company may enter into a change of control with a third party at any time, and if the Company consummates a change of control with a third party, the Company may be required to pay certain specified amounts to Purchasers depending on the timing of such change of control and the identity of such acquiror.
The Purchasers will be entitled to receive capped payments (the “Revenue Payments”) equal to 1.95% of the global net sales (“Net Sales”) of the Company’s gene therapy products AAV-AIPL1, AAV-hAQP1 and bota-vec (the “Included Products”), which may increase pro rata upon the making of any Purchase subsequent to the First Purchase and Second Purchase of an aggregate of $125 million, and may decrease pro rata upon any voluntary partial repurchase at any time of the Royalty Notes, in each case subject to the applicable cap. If the aggregate amount of Revenue Payments and any Milestone Payment (as defined in the definitive agreement) and voluntary repurchase amounts made by the Company to the Purchasers pursuant to the Royalty Note Purchase Agreement as of December 31, 2031 (the “Test Date”) equals or exceeds the amount of the aggregate purchase price for the Royalty Notes paid by the Purchasers (the “Total Funded Amount”) to the Company pursuant to the Royalty Note Purchase Agreement (the “Test Date Condition”), the then-applicable percentage of Net Sales payable as Revenue Payments will automatically decrease by a percentage specified in the Royalty Note Purchase Agreement for all subsequent years, subject to the applicable cap. If
the Test Date Condition is not satisfied by the Test Date of December 31, 2031, the then-applicable percentage of Net Sales payable as Revenue Payments may increase for all subsequent years, subject to the applicable cap, to a rate that would have provided the Purchasers with 100% of the Total Funded Amount as of the Test Date had such rate applied from the date of the First Purchase through and including the Test Date. The capped Revenue Payments will become payable to the Purchasers on a quarterly basis after marketing approval is received for each Included Product.
The Company may elect at any time and at its sole discretion to voluntarily repay in whole or in part in $25 million increments the Total Funded Amount plus agreed capped multiples.
The Purchasers have an option to terminate the Royalty Note Purchase Agreement and to require the Company to repurchase the Royalty Notes in full for an amount equal to the Total Funded amount plus an agreed capped multiple upon certain enumerated events of default.
The Company’s obligations under the Royalty Note Purchase Agreement are guaranteed by the Company and certain of its subsidiaries. To secure the Obligors’ obligations under the Royalty Note Purchase Agreement, the Obligors have granted a security interest in the Obligors’ cash, equity interests, receivables, property, plant & equipment and in specific assets related to the Included Products for the benefit of the Purchasers.
The Royalty Note Purchase Agreement contains customary representations, warranties and indemnities of the Obligors and the Purchasers, and customary covenants on the part of the Obligors.
The foregoing description of the Royalty Note Purchase Agreement contained herein is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Royalty Note Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Securities Purchase Agreement
On June 30, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with TPC Investments Solutions II LP, a Delaware limited partnership (“TPC Investments”), and TPC Investments Solutions Co-Invest II LP, a Delaware limited partnership (together with TPC Investments, the “Investors”), funds affiliated with Oberland, providing for the issuance of an aggregate of 950,570 (the “Initial Shares”) ordinary shares, nominal value $0.00003881 per share, of the Company (the “Ordinary Shares”) at a price per share equal to $10.52, which was the volume-weighted average price per share for the 30 trading days prior to signing of the Purchase Agreement, for an aggregate purchase price of approximately $10.0 million. The closing for the sale of the Initial Shares will occur on July 17, 2026. The Purchase Agreement also provides the Investors with the right, at such Investors’ discretion, to acquire additional Ordinary Shares (the “Right”) having an aggregate purchase price of up to $15.0 million (together with the Initial Shares, the “Shares”) at a price per share determined as set forth in the Purchase Agreement. The Shares and the Right are being issued to the Purchasers in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Purchase Agreement, on June 30, 2026, the Company entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), which obligates the Company to file a registration statement under the Securities Act by November 15, 2026, registering the resale of the Shares by the Investors.
The Purchase Agreement and Registration Rights Agreement include customary representations, warranties and covenants. The foregoing description of the Purchase Agreement and Registration Rights Agreement contained herein is a summary only, does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and Registration Rights Agreement, copies of which are filed as Exhibits 10.2 and 10.3, respectively, hereto and incorporated herein by reference.
Item 1.02Termination of a Material Definitive Agreement.
On June 30, 2026, the Company redeemed in full all outstanding principal amounts under the notes issued pursuant to the Amended and Restated Notes Purchase Agreement and Guaranty, dated as of August 2, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified), by and among the Company, the subsidiary guarantors party thereto, Perceptive Credit Holdings III, LP, as the administrative agent and the noteholders party thereto (the “Perceptive NPA”), and paid accrued, but unpaid interest on such notes and certain other fees related to such redemption. Upon such redemption and payment, the Perceptive NPA terminated, other than contingent indemnification and reimbursement obligations which by their express terms survive termination. No early termination penalties were incurred by the Company.
A description of the Perceptive NPA and copies of the agreement and the amendments, amendments and restatements and supplement thereto have been previously filed by the Company in the Company’s Quarterly Report on Form 10-Q filed on November 11, 2022, the Company’s Annual Report on Form 10-K filed on March 14, 2023, the Company’s Current Report on Form 8-K filed on August 10, 2023, the Company’s Annual Report on Form 10-K filed on March 15, 2024, and the Company’s Annual Report on Form 10-K filed on March 30, 2026.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02.Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 7.01Regulation FD Disclosure.
On July 7, 2026, the Company issued a press release in connection with entering into the Royalty Note Purchase Agreement, a copy of which is filed as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding future obligations under the Royalty Note Purchase Agreement, as well as statements that include the words “expect,” “will,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “could,” “should,” “would,” “continue,” “anticipate,” “eligible” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks and uncertainties associated with the completion of the offering on the anticipated terms or at all, market conditions, satisfaction of customary closing conditions related to the offering; risks related to the Company’s product candidate development and operations; and the other important factors discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as such factors may be updated from time to time in the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, unless required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, one should not assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
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10.1 |
| Royalty Note Purchase Agreement, dated as of June 30, 2026, by and among MeiraGTx, LLC, MeiraGTx Holdings plc, the other obligors party thereto, the purchasers party thereto and Maverick SA LLC.* |
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10.2 | Securities Purchase Agreement, dated as of June 30, 2026, by and among MeiraGTx Holdings plc, TPC Investments Solutions II LP and TPC Investments Solutions Co-Invest II LP.* | |
10.3 | Registration Rights Agreement, dated as of June 30, 2026, by and among MeiraGTx Holdings plc, TPC Investments Solutions II LP and TPC Investments Solutions Co-Invest II LP. | |
99.1 | Press Release of MeiraGTx Holdings plc, dated as of July 7, 2026. | |
104 |
| Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
* Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 7, 2026 | ||
MEIRAGTX HOLDINGS PLC | ||
By: | /s/ Richard Giroux | |
Name: | Richard Giroux | |
Title: | Chief Financial Officer and Chief Operating Officer | |
Exhibit 99.1
MeiraGTx Announces $400 million Strategic Investment by Oberland Capital to Support Development and Commercialization of AAV2-hAQP1 and Botaretigene Sparoparvovec (bota-vec)
-MeiraGTx to receive up to $375 million in non-dilutive cash and up to $25 million in equity investment
-Following regulatory approval, Oberland Capital to receive low single-digit capped royalties on the net sales of each of AAV2-hAQP1 for the treatment of grade 2/3 late radiation-induced xerostomia (RIX), botaretigene sparoparvovec (bota-vec) for the treatment of X-linked retinitis pigmentosa (XLRP), and AAV-AIPL1 for the treatment of LCA4
LONDON and NEW YORK, July 7, 2026 (GLOBE NEWSWIRE) -- MeiraGTx Holdings plc (Nasdaq: MGTX), a vertically integrated, clinical stage genetic medicines company, today announced that it has entered into an agreement with Oberland Capital Management LLC (Oberland Capital) for an investment of up to $400 million in the Company, including up to $375 million in non-dilutive capital for capped royalty payments on certain products and up to $25 million in equity.
“We are very pleased to partner with Oberland Capital as we move towards potential commercialization of our late-stage programs for XLRP and radiation-induced xerostomia,” said Alexandria Forbes, Ph.D., president and chief executive officer of MeiraGTx. “The size and terms of Oberland Capital’s investment demonstrate exceptional confidence in the strength of the data for these programs to date as well as the large commercial potential for both bota-vec and AAV2-hAQP1.”
Dr. Forbes continued, “Having multiple late-stage products allowed for a creative structure with low royalties on more than one product, which provides substantial non-dilutive capital while preserving business development flexibility in all aspects of the Company.”
Michael Bloom, Partner at Oberland Capital, added, “MeiraGTx is in the rare position of having three potentially approvable therapies within the next 12 to 24 months, two of which have significant commercial potential. Each of these would be first to market in areas of complete unmet need where there are a large number of patients waiting for these potential treatments. We are excited to partner with the MeiraGTx team and provide substantial investment to enable robust commercialization and launch efforts globally.”
Transaction Overview:
The investment by Oberland Capital provides for up to $400 million in total capital to MeiraGTx, including up to $375 million in non-dilutive royalty funding and up to $25 million in equity, as follows:
o | The initial $135 million funded includes $125 million in exchange for low single-digit royalties on the included products, and a $10 million equity investment |
o | An additional $50 million will be available at the Company’s option tied to AAV2-hAQP1 positive data readouts from the Phase 2 AQUAx2 study in 2027 |
o | An additional $50 million will be available at the Company’s option tied to regulatory approval of bota-vec in 2027 |
o | An additional $50 million will be available at the Company’s option tied to regulatory approval of AAV2-hAQP1 in 2028 |
o | A further $100 million is available upon mutual agreement for new products or business development |
o | Oberland Capital has the right to purchase an additional $15 million in equity in MeiraGTx |
The agreement with Oberland Capital includes flexible provisions for potential change of control, with the ability for the Company to buy back the entire funded royalty note at any time by paying certain specified amounts.
Royalty payments are capped at a multiple of the amounts funded.
Additional details regarding the agreement with Oberland Capital can be found in the Current Report on Form 8-K filed by the company today with the U.S. Securities and Exchange Commission.
About MeiraGTx
MeiraGTx (Nasdaq: MGTX) is a vertically integrated, clinical-stage genetic medicines company with a broad pipeline with four late-stage clinical programs. Each of these programs uses local delivery of small doses, resulting in disease modifying effects in both inherited and more common diseases, in radiation-induced xerostomia, diseases in the eye and Parkinson’s disease. MeiraGTx uses its innovative technology in optimization of capsids, promoters and novel translational control elements to develop best in class, potent, safe viral vectors. MeiraGTx’s broad pipeline is supported by end-to-end in-house manufacturing. MeiraGTx has built the most comprehensive manufacturing capabilities in the industry, including two that are licensed for GMP viral vector production and a GMP QC facility with clinical and commercial licensure. In addition, MeiraGTx has developed a proprietary manufacturing platform process over 10 years based on more than 20 different viral vectors with leading yield and quality aspects and commercial readiness. Uniquely, MeiraGTx has developed a novel technology for in vivo delivery of any biologic therapeutic using oral small molecules. This transformative riboswitch gene regulation technology allows precise, dose-responsive control of gene expression by oral small molecules. MeiraGTx is focusing the riboswitch platform on the regulated in vivo delivery of metabolic peptides, including GLP-1, GIP, Glucagon, Amylin, PYY and Leptin, as well as cell therapy, CAR-T for liquid and solid tumors and autoimmune diseases, and additionally PNS targets addressing long term intractable pain. MeiraGTx has developed the technology to apply
genetic medicine to common diseases, increasing efficacy, addressing novel targets, and expanding access in some of the largest disease areas where the unmet need remains high.
For more information, please visit www.meiragtx.com
About Oberland Capital
Oberland Capital is a private investment firm formed in 2013 with assets under management in excess of $3.5 billion, focused exclusively on investing in the global healthcare industry and specializing in flexible investment structures customized to meet the specific needs of its transaction partners. Oberland Capital’s broad suite of financing solutions includes monetization of royalty streams, acquisition of future product revenues, creation of project-based financing structures, and investments in traditional debt and equity. With a combination of deep industry knowledge and extensive structured finance experience, the Oberland Capital team has a history of creating value for its transaction partners. For more information, please visit www.oberlandcapital.com.
Forward Looking Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding future obligations under the agreement with Oberland Capital, statements regarding our product candidate development and anticipated milestones regarding our pre-clinical and clinical data, reporting of such data and the timing of results of data and regulatory matters, as well as statements that include the words “expect,” “will,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “could,” “should,” “would,” “continue,” “anticipate,” “eligible” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our incurrence of significant losses; any inability to achieve or maintain profitability, raise additional capital, repay our debt obligations, identify additional and develop existing product candidates, successfully execute strategic transactions or priorities, bring product candidates to market, expansion of our manufacturing facilities and processes, successfully enroll patients in and complete clinical trials, accurately predict growth assumptions, recognize benefits of any orphan drug or rare pediatric disease designations, retain key personnel or attract qualified employees, or incur expected levels of operating expenses; the impact of pandemics, epidemics or outbreaks of infectious diseases on the status, enrollment, timing and results of our clinical trials and on our business, results of operations and financial condition; failure of early data to predict eventual outcomes; failure to obtain FDA or other regulatory approval for product candidates within expected time frames or at all; the novel nature and impact of negative public opinion of gene therapy; failure to comply with ongoing regulatory obligations; contamination or
shortage of raw materials or other manufacturing issues; changes in healthcare laws; risks associated with our international operations; significant competition in the pharmaceutical and biotechnology industries; dependence on third parties; risks related to intellectual property; changes in tax policy or treatment; our ability to utilize our loss and tax credit carryforwards; litigation risks; and the other important factors discussed under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, unless required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. Thus, one should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Contacts
Investors:
MeiraGTx
Investors@meiragtx.com
or
Media:
Jordyn Temperato
LifeSci Communications
jtemperato@lifescicomms.com