10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-31938

ACORDA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

    Delaware

    13-3831168

    (State or other jurisdiction of incorporation
or organization)

    (I.R.S. Employer
Identification No.)


2 Blue Hill Plaza, 3rd Floor, Pearl River, New York		10965
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 347-4300

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered(1)
Common Stock $0.001 par value per share	ACORQ	N/A

(1)

On April 25, 2024, Nasdaq filed a Form 25 to delist our common stock and remove such securities from registration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and such delisting took effect on May 5, 2024. We expect that our common stock will be deregistered under Section 12(b) of the Exchange Act on or about July 24, 2024, which is the 90th day after the Form 25 filing. After our common stock is deregistered under Section 12(b) of the Exchange Act, it will remain registered under Section 12(g) of the Exchange Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at May 10, 2024
Common Stock, $0.001 par value per share		1,242,098 shares

ACORDA THERAPEUTICS, INC.

TABLE OF CONTENTS


		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1
	Consolidated Statements of Operations (unaudited) for the Three-month Periods Ended March 31, 2024 and 2023	2
	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three-month Periods Ended March 31, 2024 and 2023	3
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the Three-month Periods Ended March 31, 2024 and 2023	4
	Consolidated Statements of Cash Flows (unaudited) for the Three-month Periods Ended March 31, 2024 and 2023	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 6.	Exhibits	37
Signatures		38

This Quarterly Report on Form 10-Q contains forward-looking statements relating to future events and our future performance within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management's beliefs and assumptions. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make, and investors should not place undue reliance on these statements. Readers are cautioned that such statements involve risks and uncertainties, including: our ability to negotiate and confirm a sale of substantially all of our assets under Section 363 of the United States Bankruptcy Code (the “Code”) (or other plan of reorganization or liquidation); the high costs and related fees of cases instituted under Chapter 11 of the Code ("Chapter 11”); our ability to obtain sufficient financing to allow us to operate our business during the course of the Chapter 11 Proceedings (as defined below); our ability to satisfy the conditions and milestones in the Restructuring Support Agreement (as defined below); our ability to maintain our relationships with our suppliers, service providers, customers, employees and other third parties; our ability to maintain contracts that are critical to our operations; our ability to execute competitive contracts with third parties; the ability of third parties to seek and obtain court approval to terminate contracts and other agreements with us; our ability to retain our current management team and to attract, motivate and retain key employees; the ability of third parties to seek and obtain court approval to convert the Chapter 11 Proceedings to a proceeding under Chapter 7 of the Code (“Chapter 7”); the actions and decisions of our shareholders, creditors and other third parties who have interests in the Chapter 11 Proceedings that may be inconsistent with our plans; we may not be able to successfully market Ampyra, Inbrija or any other products that we may develop; our ability to attract and retain key management and other personnel, or maintain access to expert advisors; our ability to raise additional funds to finance our operations, repay outstanding indebtedness or satisfy other obligations, and our ability to control our costs or reduce planned expenditures and take other actions which are necessary for us to continue as a going concern; risks associated with the trading of our common stock and our credit agreements, including the trading of our common stock on the OTC Pink Marketplace following the delisting of our common stock from the Nasdaq Global Select Market and default under the 2024 Indenture (as defined below); risks related to the successful implementation of our business plan, including the accuracy of our key assumptions; risks related to our corporate restructurings, including our ability to outsource certain operations, realize expected cost savings and maintain the workforce needed for continued operations; risks associated with complex, regulated manufacturing processes for pharmaceuticals, which could affect whether we have sufficient commercial supply of Inbrija to meet market demand; our reliance on third-party manufacturers for the production of commercial supplies of Ampyra and Inbrija; third-party payers (including governmental agencies) may not reimburse for the use of Inbrija at acceptable rates or

at all and may impose restrictive prior authorization requirements that limit or block prescriptions; reliance on collaborators and distributors to commercialize Inbrija and Ampyra outside the U.S.; our ability to satisfy our obligations to distributors and collaboration partners outside the U.S. relating to commercialization and supply of Inbrija and Ampyra; our plans to enter into additional collaborations and distribution arrangements with third parties to transition commercialization of Fampyra due to the termination of our collaboration agreement with Biogen; competition for Inbrija and Ampyra and Fampyra, including increasing competition and accompanying loss of revenues in the U.S. from generic versions of Ampyra following our loss of patent exclusivity and launch of a generic version of Fampyra in Germany; the risk of unfavorable results from future studies of Inbrija or from other research and development programs, or any other acquired or in-licensed programs; the occurrence of adverse safety events with our products; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or class-action litigation; failure to protect our intellectual property, to defend against the intellectual property claims of others or to obtain third-party intellectual property licenses needed for the commercialization of our products; and failure to comply with regulatory requirements could result in adverse action by regulatory agencies. In addition to the risks and uncertainties described above, we have included important factors in the cautionary statements included in this report and our Annual Report for the year ended December 31, 2023, particularly in the "Risk Factors" section (as updated by the disclosures in our subsequent quarterly reports, including this report), that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make. Forward-looking statements in this report are made only as of the date hereof and we disclaim any intent or obligation to update any forward-looking statements as a result of developments occurring after the date of this report except as may be required by law.

We and our subsidiaries own several registered trademarks in the U.S. and in other countries. These registered trademarks include, in the U.S., the marks “Acorda Therapeutics,” our stylized Acorda Therapeutics logo, “Ampyra,” “Inbrija,” and “ARCUS.” Also, our marks “Fampyra” and “Inbrija” are registered marks in the European Community Trademark Office and we have registrations or pending applications for these marks in other jurisdictions. Our trademark portfolio also includes several registered trademarks and pending trademark applications in the U.S. and worldwide for potential product names or for disease awareness activities. Third-party trademarks, trade names, and service marks used in this report are the property of their respective owners.

PART I

Item 1. Financial Statements

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets


	March 31, 2024			December 31, 2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	9,364		$	29,979
Restricted cash		718			381
Trade accounts receivable, net of allowances of $1,143 and $962, as of March 31, 2024 and December 31, 2023, respectively		9,188			17,298
Prepaid expenses		12,617			5,211
Inventory, net		14,119			16,155
Other current assets		2,447			5,770
Total current assets		48,453			74,794
Property and equipment, net of accumulated depreciation		1,893			2,079
Intangible assets, net of accumulated amortization		22,343			22,987
Right of use asset, net of accumulated amortization		3,941			4,221
Restricted cash		255			255
Other non-current assets		4,690			4,189
Total assets	$	81,575		$	108,525
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	9,932		$	13,373
Accrued expenses and other current liabilities		17,665			24,310
Convertible senior notes		191,474			186,143
Current portion of lease liabilities		1,599			1,588
Current portion of acquired contingent consideration		2,972			2,132
Deferred Revenue		294			227
Total current liabilities		223,936			227,773
Non-current portion of acquired contingent consideration		32,528			27,368
Non-current portion of lease liabilities		2,847			3,166
Deferred tax liability		—			—
Other non-current liabilities		8,035			8,174
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value per share. Authorized 1,000,000 shares at March 31, 2024 and December 31, 2023; no shares issued as of March 31, 2024 and December 31, 2023, respectively		—			—
Common stock, $0.001 par value per share. Authorized 3,083,333 shares at March 31, 2024 and December 31, 2023; issued 1,242,376 shares, including those held in treasury, as of March 31, 2024 and December 31, 2023, respectively		1			1
Treasury stock at cost (278 shares at March 31, 2024 and December 31, 2023)		(638	)		(638	)
Additional paid-in capital		1,030,513			1,030,383
Accumulated deficit		(1,216,522	)		(1,189,127	)
Accumulated other comprehensive income (loss)		875			1,425
Total stockholders’ equity		(185,771	)		(157,956	)
Total liabilities and stockholders’ equity	$	81,575		$	108,525

See accompanying Unaudited Notes to Consolidated Financial Statements

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited)


(In thousands, except per share data)	Three-month period ended March 31, 2024			Three-month period ended March 31, 2023
Revenues:
Net product revenues	$	17,880		$	18,719
Royalty revenues		2,386			3,528
License revenues		23			11
Total net revenues		20,289			22,258
Costs and expenses:
Cost of sales		3,707			3,234
Research and development		954			1,386
Selling, general and administrative		28,371			22,514
Amortization of intangible assets		644			7,691
Changes in fair value of acquired contingent consideration		6,241			(1,091	)
Total operating expenses		39,917			33,734
Operating loss		(19,628	)		(11,476	)
Other income (expense), net:
Interest and amortization of debt discount expense		(8,436	)		(7,571	)
Interest income		207			93
Other income		11			92
Realized loss on foreign currency transactions		565			—
Total other expense, net		(7,653	)		(7,386	)
Loss before taxes		(27,281	)		(18,862	)
(Provision for) benefit from income taxes		(114	)		2,038
Net loss	$	(27,395	)	$	(16,824	)

Net loss per share—basic	$	(22.06	)	$	(13.54	)
Net loss per share—diluted	$	(22.06	)	$	(13.54	)
Weighted average common shares outstanding used in computing net loss per share—basic		1,242			1,242
Weighted average common shares outstanding used in computing net loss per share—diluted		1,242			1,242

See accompanying Unaudited Notes to Consolidated Financial Statements

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

(unaudited)


(In thousands)	Three-month period ended March 31, 2024			Three-month period ended March 31, 2023
Net loss	$	(27,395	)	$	(16,824	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment		(550	)		91
Other comprehensive income (loss), net of tax		(550	)		91
Comprehensive income (loss)	$	(27,945	)	$	(16,733	)

See accompanying Unaudited Notes to Consolidated Financial Statements

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2024 and 2023

(unaudited)


	Common stock
(In thousands)	Number of shares		Par value		Treasury stock			Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive (loss) income			Total stockholders' equity
Balance at December 31, 2023		1,242	$	1	$	(638	)	$	1,030,383	$	(1,189,127	)	$	1,425		$	(157,956	)
Compensation expense for issuance of stock options to employees		—		—		—			130		—			—			130
Other comprehensive income (loss), net of tax		—		—		—			—		—			(550	)		(550	)
Net loss		—		—		—			—		(27,395	)		—			(27,395	)
Balance at March 31, 2024		1,242	$	1	$	(638	)	$	1,030,513		(1,216,522	)	$	875		$	(185,771	)


	Common stock
(In thousands)	Number of shares		Par value		Treasury stock			Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive (loss) income		Total stockholders' equity
Balance at December 31, 2022		1,242	$	24	$	(638	)	$	1,029,881	$	(936,273	)	$	628	$	93,622
Compensation expense for issuance of stock options to employees		—		—		—			71		—			—		71
Other comprehensive income (loss), net of tax		—		—		—			—		—			91		91
Net loss		—		—		—			—		(16,824	)		—		(16,824	)
Balance at March 31, 2023		1,242	$	24	$	(638	)	$	1,029,952	$	(953,097	)	$	719	$	76,960

See accompanying Unaudited Notes to Consolidated Financial Statements

ACORDA THERAPEUTICS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

SEC Form 10-Q filed by Acorda Therapeutics Inc.