Emergent Biosolutions Inc.
A specialty biopharmaceutical company that makes medicines to protect against biological threats and opioid overdoses. Its best-known products include BioThrax, a vaccine against anthrax, and NARCAN, a nasal spray that reverses opioid overdoses and became the first naloxone product sold over the counter without a prescription. Founded in 1998 as BioPort, the company took over Michigan's anthrax vaccine facilities and later renamed itself Emergent BioSolutions, a nod to its role in helping people emerge from public health emergencies.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes and other financial information included elsewhere in this Quarterly Rep…
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). For a similar discussion and analysis of our results for the three and six months ended June 30, 2025 compared to our results for the three and six months ended June 30, 2024, refer to Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Quarterly Report for the quarter ended June 30, 2025, filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”) on August 7, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q includes information with respect to our plans and strategy for our business and financing, as well as forward-looking statements that involve risks and uncertainties. You should carefully review the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. BUSINESS OVERVIEW Emergent BioSolutions Inc. (“Emergent,” the “Company,” “we,” “us,” and “our”) is a global life sciences company focused on providing innovative preparedness and response solutions addressing accidental, deliberate, and naturally occurring Public Health Threats (“PHTs”). The Company’s solutions include a product portfolio, a product development portfolio, and a contract development and manufacturing services (“CDMO”) portfolio. We have a portfolio of 11 products, 10 of which are owned by the Company, that contribute a substantial portion of our revenue and are sold to government and commercial customers. Additionally, we have a development pipeline consisting of a diversified mix of both pre-clinical and clinical stage product candidates. Finally, we have a fully integrated portfolio of CDMO services which cover development services, drug substance manufacturing and drug product manufacturing and packaging. The Company structures the business with a focus on markets and customers. As such, the key components of the business structure include the following four product and service categories: Anthrax - Medical Countermeasures (“MCM”) products, Naloxone commercial products, Smallpox - MCM products and Emergent Bioservices (CDMO) (“Bioservices”). The Company manages the business with a focus on three operating segments: (1) a Commercial Products segment consisting of NARCAN® Nasal Spray 4 mg and KLOXXADO® Nasal Spray 8 mg, (2) a MCM Products segment consisting of Anthrax - MCM, Smallpox - MCM and Other Products and (3) a Services segment consisting of our Bioservices offerings. Commercial Products and MCM Products are our two reportable segments (see Note 16, “Segment information” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q for more information on our reportable segments). Commercial Products Segment: The majority of our Commercial product revenue comes from the following products: Naloxone Products •NARCAN® (naloxone HCl) Nasal Spray 4 mg is an intranasal formulation of naloxone approved as an over-the-counter (“OTC”) medicine by the United States Food and Drug Administration (“FDA”) and Health Canada for the emergency treatment of known or suspected opioid overdose as manifested by respiratory and/or central nervous system depression; and •KLOXXADO® (naloxone HCl) Nasal Spray 8 mg is a prescription medicine. In January 2025, the Company announced an agreement with Hikma Pharmaceuticals Inc. (“Hikma”) in which the Company obtained exclusive commercial rights for product sales and marketing of Hikma’s KLOXXADO® (naloxone HCl) Nasal Spray, an 8 mg naloxone agent in the United States and Canada. 28 MCM Products Segment: The majority of our MCM product revenue comes from the following products and procured product candidates: Anthrax - MCM Products •ANTHRASIL® (Anthrax Immune Globulin Intravenous (human)), the only polyclonal antibody therapeutic licensed by the FDA and Health Canada for the treatment of inhalational anthrax in combination with appropriate antibacterial drugs; •BioThrax® (Anthrax Vaccine Adsorbed), the only vaccine licensed by the for the general use prophylaxis and post-exposure prophylaxis of anthrax disease; •CYFENDUS® (Anthrax vaccine adsorbed (AVA), adjuvanted), previously known as AV7909, which was recently approved by the FDA for post-exposure prophylaxis of disease following suspected or confirmed exposure to Bacillus anthracis in persons 18 through 65 years of age when administered in conjunction with recommended antibacterial drugs. CYFENDUS® is procured by certain authorized government buyers for their use; and •Raxibacumab injection, the first fully human monoclonal antibody therapeutic licensed by the FDA for the treatment and prophylaxis of inhalational anthrax. Smallpox - MCM Products •ACAM2000® (Smallpox and Mpox (Vaccinia) Vaccine, Live), the only single-dose smallpox vaccine licensed by the FDA for active immunization against smallpox and mpox disease for persons determined to be at high risk for smallpox or mpox infection; •CNJ-016® (Vaccinia Immune Globulin Intravenous (Human) (VIGIV)), the only polyclonal antibody therapeutic licensed by the FDA and Health Canada to address certain complications from smallpox vaccination; and •TEMBEXA®, an oral antiviral formulated as 100 mg tablets and 10 mg/mL oral suspension dosed once weekly for two weeks which has been approved by the FDA for the treatment of smallpox disease caused by variola virus in adult and pediatric patients, including neonates. Other Products •BAT® (Botulism Antitoxin Heptavalent (A,B,C,D,E,F,G)-(Equine)), the only heptavalent antitoxin licensed by the FDA and Health Canada for the treatment of symptomatic botulism; and •Ebanga® (ansuvimab-zykl), a monoclonal antibody with antiviral activity provided through a single IV infusion for the treatment of Ebola. Under the terms of a collaboration with Ridgeback Biotherapeutics ("Ridgeback"), Emergent will be responsible for the manufacturing, sale, and distribution of Ebanga® in the U.S. and Canada, and Ridgeback will serve as the global access partner for Ebanga®. Services Segment: As of the first quarter of 2025, the Company’s Services operating segment no longer met the quantitative threshold of a reportable segment and did not meet the aggregation criteria set forth in Accounting Standards Codification (“ASC”) 280, Segment Reporting, and as such is categorized within “All other revenues” along with “Contracts and Grants”. See Note 16, “Segment information” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for more information about the Company’s reportable segments. 29 Other Strategic Activities Share Repurchase Program In March 2025, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of the Company’s common stock (the “2025 Share Repurchase Program”) on or before March 27, 2026. In February 2026, the Company reauthorized the 2025 Share Repurchase Program for the repurchase of up to $50.0 million of the Company's common stock (the “Reauthorized Share Repurchase Program”) through March 31, 2027. During the three and six months ended June 30, 2026, the Company utilized $9.1 million and $18.2 million, including commissions and excise taxes, to repurchase 1.1 million and 1.9 million shares, respectively. The average price paid, excluding commissions and excise taxes, was $8.38 and $9.21 per share, respectively. As of June 30, 2026, the Company had $37.5 million available to repurchase shares under the Reauthorized Share Repurchase Program. Senior Unsecured Note Repurchases In August 2026, the Board authorized the Company to use up to $75.0 million to repurchase Senior Unsecured Notes in open market purchases, privately negotiated transactions or otherwise. During the second half of 2025, the Company repurchased $10.3 million principal amount of its outstanding Senior Unsecured Notes under a debt repurchase program that was in effect from May 2025 to May 2026 under which the Company was authorized to repurchase up to $30.0 million in aggregate principal amount of its Senior Unsecured Notes. The Company did not have any principal repurchases during the three and six months ended June 30, 2026 and 2025 under its prior debt repurchase program. Term Loan Agreement and ABL Amendment In April 2026, the Company entered into a new term loan credit agreement (the “Term Loan Agreement”) by and among the Company, the lenders from time to time party thereto, and OrbiMed Royalty & Credit Opportunities V, LP, as administrative agent. The Term Loan Agreement provides for a term loan of $150.0 million that matures in April 2031, subject to certain earlier maturity provisions. The agreement also provides for up to $75.0 million of additional delayed draw availability, subject to the satisfaction of specified conditions. The Company used the net proceeds from the initial term loan, together with cash on hand, to repay and terminate its Term Loan Agreement with OHA Agency LLC, as administrative agent, and the lenders from time to time party thereto (the “Prior Term Loan Agreement”), including accrued interest and fees. Also in April 2026, the Company amended its existing Revolving Credit Agreement (the “ABL Amendment”). The ABL Amendment, among other things, reduced the total revolving loan commitment to $50.0 million and extended the maturity date to April 2031, subject to customary conditions. August 2026 Organizational Restructuring Plan On August 5, 2026, the Company announced an organizational restructuring plan (the “Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. The Plan includes a reduction of the Company’s current workforce by approximately 93 employees across all areas of the Company and the elimination of approximately 21 positions that are currently vacant, as well as the closure of wet laboratories in Gaithersburg, Maryland. Decisions regarding the elimination of positions are subject to local law and consultation requirements in certain countries, as well as the Company’s business needs. The Company estimates that it will incur approximately $10.0 million to $11.5 million in charges in connection with the Plan, which it expects to incur in the third and fourth quarters of fiscal 2026. These charges consist primarily of charges related to employee transition, severance payments and employee benefits. The estimates of the charges and expenditures that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual amounts may differ materially from estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Plan. In combination with other rationalizing initiatives, these actions are expected to result in annualized savings of over $40.0 million when fully implemented. 30 2026 Triggering Events 2026 Impairment of long-lived assets During the preparation and review of the financial statements for the quarter ended June 30, 2026, the Company determined that changes in current and projected operating results, notably related to pricing and sales volumes for NARCAN®, constituted a triggering event for the NARCAN® asset group within the Commercial reporting unit. As a result, the Company performed a recoverability test under ASC 360 and concluded that the carrying value of the asset group was not recoverable, as estimated undiscounted future cash flows were less than its carrying value. The Company estimated the fair value of the asset group using an income approach utilizing discounted projected future cash flows (level 3 fair value measurement). Significant assumptions in estimating the fair value included management’s estimates of future revenues, gross margins, operating expenses and a discount rate reflective of risks associated with the asset group. The Company recognized a non-cash impairment charge of $191.3 million during the three and six months ended June 30, 2026, which was attributed entirely to the NARCAN® finite-lived intangible asset. The impairment charge is included within “Impairment of long-lived assets” on the Condensed Consolidated Statements of Operations in Part I, Item 1 of this Form 10-Q. Following impairment, the NARCAN® intangible asset had a carrying amount of $81.9 million as of June 30, 2026. FINANCIAL OPERATIONS OVERVIEW Revenues We generate Commercial Product revenues through the sale of Naloxone products, primarily NARCAN® Nasal Spray, which is sold commercially over-the-counter at retail pharmacies and digital commerce websites as well as through physician-directed or standing order prescriptions at retail pharmacies, health departments, local law enforcement agencies, community-based organizations, substance abuse centers and other federal agencies, as well as KLOXXADO® Nasal Spray, which has been integrated into our distribution network, NARCANDirect®. We generate MCM Product revenues from the sale of our marketed products and procured product candidates. The U.S. government (“USG”) is the largest purchaser of our Government - MCM products and primarily purchases our products for the Strategic National Stockpile, a national repository of medical countermeasures including critical antibiotics, vaccines, chemical antidotes, antitoxins, and other critical medical supplies. The USG primarily purchases our products under long-term, firm fixed-price procurement contracts, generally with annual options. We also generate revenue from our Services segment through our Bioservices portfolio, which is based on our established development and manufacturing infrastructure, technology platforms and expertise. Our services include a fully integrated molecule-to-market Bioservices business offering across development services, drug substance and drug product for small to large pharmaceutical and biotechnology industry and government agencies/non-governmental organizations. From time to time, clients require suite reservations at our various manufacturing sites, which may be considered leases depending on the facts and circumstances. We have received contracts and grant funding from the USG and other non-governmental organizations to perform research and development activities, particularly related to programs addressing certain CBRNE threats and EIDs. Our revenue, operating results and profitability vary quarterly based on the timing of production and deliveries, the timing of manufacturing services performed and the nature of our business, which involves providing large scale bundles of products and services as needs arise. We expect continued variability in our quarterly financial results. Cost of Product Sales and Services Commercial and MCM Products - The primary expenses that we incur to deliver our Naloxone and MCM products consist of fixed and variable costs. We determine the cost of product sales for products sold during a reporting period based on the average manufacturing cost per unit in the period those units were manufactured. Fixed manufacturing costs include facilities, utilities and amortization of intangible assets. Variable manufacturing costs primarily consist of costs for materials and personnel-related expenses for direct and indirect manufacturing support staff, contract manufacturing operations, sales-based royalties, shipping and logistics. In addition to the fixed and variable manufacturing costs described above, the cost of product sales depends on utilization of available manufacturing capacity. For our commercial sales, other associated expenses include sales-based royalties, shipping, and logistics. 31 Services - The primary expenses that we incur to deliver our Bioservices offerings consist of fixed and variable costs, including personnel, equipment, and facilities costs. Our manufacturing process includes the production of bulk material and performing drug product work for containment and distribution of biological products. For drug product customers, we receive work in process inventory to be prepared for distribution. Research and Development ("R&D") Expenses We expense R&D costs as incurred. Our R&D expenses consist primarily of: ▪personnel-related expenses; ▪fees to professional service providers for, among other things, analytical testing, independent monitoring or other administration of our clinical trials and obtaining and evaluating data from our clinical trials and non-clinical studies; ▪costs associated with technology transfer and scale up activities throughout the development stage, including internally and through third-party contract manufacturers; ▪costs of Bioservices for our clinical trial material; and ▪costs of materials intended for use and used in clinical trials and R&D. In many cases, we seek funding for development activities from external sources and third parties, such as governments and non-governmental organizations, or through collaborative partnerships. We expect our R&D spending will be dependent upon such factors as the results from our clinical trials, the availability of reimbursement of R&D spending, the number of product candidates under development, the size, structure and duration of any clinical programs that we may initiate, the costs associated with manufacturing and development of our product candidates on a large-scale basis for later stage clinical trials, and our ability to use or rely on data generated by government agencies. Selling, General and Administrative Expenses Selling, general and administrative (“SG&A”) expenses consist primarily of personnel-related costs and professional fees in support of our executives, sales and marketing, business development, government affairs, finance, accounting, information technology, legal, human resource functions and other corporate functions. Other costs include facility costs not otherwise included in cost of product sales and Bioservices or R&D expense. Income taxes Uncertainty in income taxes is accounted for using a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. We recognize in our financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Changes in tax laws, rulings, policies, or related legal and regulatory interpretations occur frequently and may have significant favorable or adverse impacts on our effective tax rate and cash payments. In 2021, the Organization for Economic Cooperation and Development released model rules for a 15% global minimum tax applied to cross-border profits of certain large multinational corporations, known as Pillar Two. Pillar Two has now been enacted by approximately 36 countries, including Ireland. The Company accounts for Pillar Two taxes as an alternative minimum tax under ASC 740. Accordingly, the Company does not recognize or remeasure deferred tax assets or liabilities for the estimated future effects of Pillar Two taxes and recognizes incremental Pillar Two taxes as income tax expense in the period in which the tax is incurred. The impact of Pillar Two taxes was included in the Company’s income tax provision for the three and six months ending June 30, 2026. During the three months ended June 30, 2026, the Company filed its initial Irish Pillar Two return for the 2024 tax year and paid the related liability on June 30, 2026. The liability was accrued in 2024 and, accordingly, the payment did not have a material effect on the Company’s income tax expense for the three or six months ended June 30, 2026. The Company is monitoring legislative developments, as well as additional guidance from countries that have enacted legislation. In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These impacts did not have a material effect on our tax rate for the three and six months ended June 30, 2026. Management believes that the assumptions and estimates related to the provision for income taxes are material to the Company’s results of operations. 32 CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, judgments and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. Actual results may differ from these estimates. Except for the updates to our critical accounting policies and estimates described below, there have been no significant changes to our critical accounting policies and estimates contained in “Critical Accounting Policies and Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Part II, Item 7, of the 2025 Form 10-K, as filed with the SEC. Long-lived assets Long-lived assets such as finite lived intangible assets and property, plant and equipment are not required to be tested for impairment annually, instead they are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These events or changes in circumstances may include a significant deterioration of operating results, changes in business plans or changes in anticipated future cash flows, changes in pricing or declines in expected sales volumes. During the three months ended June 30, 2026, we identified such indicators for the NARCAN® asset group, including downward revisions to projected operating results and future cash flows, which resulted in an impairment assessment. If an impairment indicator is present, we evaluate recoverability of assets to be held-and-used by a comparison of the carrying value of the assets with future undiscounted net cash flows expected to be generated by the assets. We group assets at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset group, we estimate the fair value of the asset group to determine whether an impairment loss should be recognized. Impairment would then be measured as the excess of the asset’s carrying value over its fair value. Fair value is typically determined by discounting the future cash flows associated with that asset. Significant judgments used for long-lived asset impairment assessments include identifying the appropriate asset groupings and primary assets within those groupings, determining whether events or circumstances indicate that the carrying amount of the asset may not be recoverable, determining the future cash flows for the assets involved and assumptions applied in determining fair value, which include, reasonable discount rates, growth rates, market risk premiums and other assumptions about the economic environment. These estimates are inherently uncertain and require significant management judgment. Changes in actual or projected operating results, customer demand, competitive market conditions, pricing assumptions, or other factors could materially affect future cash flow projections and fair value estimates and could result in additional impairment charges in future periods. New accounting standards For a discussion of new accounting standards please see Note 2, “Summary of significant accounting policies”, in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q. 33 RESULTS OF OPERATIONS Operating Results: Three Months Ended June 30, Six Months Ended June 30, (in millions, except %) 2026 2025 $ Change % Change 2026 2025 $ Change % Change Revenues Commercial Product sales, net: Naloxone $ 52.4 $ 67.5 $ (15.1) (22) % $ 95.3 $ 112.8 $ (17.5) (16) % Total Commercial Product sales, net 52.4 67.5 (15.1) (22) % 95.3 112.8 (17.5) (16) % MCM Product sales, net: Anthrax MCM 12.3 11.6 0.7 6 % 33.9 59.5 (25.6) (43) % Smallpox MCM 101.6 40.6 61.0 150 % 165.9 147.0 18.9 13 % Other Products 54.1 6.2 47.9 NM 70.0 8.5 61.5 NM Total MCM Product sales, net 168.0 58.4 109.6 188 % 269.8 215.0 54.8 25 % All other revenues (1) 13.9 15.0 (1.1) (7) % 25.3 35.3 (10.0) (28) % Total revenues $ 234.3 $ 140.9 $ 93.4 66 % $ 390.4 $ 363.1 $ 27.3 8 % Operating expenses: Cost of product and services sales, net (2) 97.1 66.9 30.2 45 % 169.1 155.4 13.7 9 % Research and development 9.2 12.5 (3.3) (26) % 19.7 27.6 (7.9) (29) % Selling, general and administrative 44.6 43.7 0.9 2 % 91.2 96.1 (4.9) (5) % Amortization of intangible assets 17.2 16.2 1.0 6 % 33.7 32.5 1.2 4 % Impairment of long-lived assets 191.3 — 191.3 NM 191.3 — 191.3 NM Total operating expenses 359.4 139.3 220.1 158 % 505.0 311.6 193.4 62 % Income (loss) from operations (125.1) 1.6 (126.7) NM (114.6) 51.5 (166.1) NM Other income (expense): Interest expense (10.0) (14.7) (4.7) (32) % (21.0) (29.4) (8.4) (29) % Loss on assets held-for-sale (10.7) — 10.7 NM (10.7) (12.2) (1.5) (12) % Loss on debt extinguishment (20.5) — 20.5 NM (20.5) — 20.5 NM Other, net — (3.7) (3.7) (100) % 13.9 66.0 (52.1) (79) % Total other income (expense), net (41.2) (18.4) 22.8 124 % (38.3) 24.4 (62.7) NM Income (loss) before income taxes (166.3) (16.8) (149.5) NM (152.9) 75.9 (228.8) NM Income tax provision (benefit) 13.9 (4.8) 18.7 NM 20.5 19.9 0.6 3 % Net income (loss) $ (180.2) $ (12.0) $ (168.2) NM $ (173.4) $ 56.0 $ (229.4) NM (1) “All other revenues” includes Services and Contracts and grants revenue (2) Exclusive of intangible asset amortization NM - Not meaningful 34 Three Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025 Revenues and gross margin Three Months Ended June 30, (dollars in millions) 2026 2025 % Change Total revenues $ 234.3 $ 140.9 66 % Contracts and grants 7.5 10.6 (29) % Product and services sales, net $ 226.8 $ 130.3 74 % Cost of product and services sales, net $ 97.1 $ 66.9 45 % Intangible asset amortization 17.2 16.2 6 % Gross margin (1) $ 112.5 $ 47.2 138 % Gross margin % (1) 50 % 36 % (1) Gross margin is calculated as product and services sales, net less cost of product and services sales, net and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by products and services sales, net. Total revenues increased $93.4 million, or 66%, to $234.3 million for the three months ended June 30, 2026. The increase was due to higher MCM Products revenue of $109.6 million, and Services revenue of $2.0 million, partially offset by a decrease in Commercial Products revenue of $15.1 million and Contracts and grants revenue of $3.1 million. Intangible asset amortization increased $1.0 million, or 6%, to $17.2 million for the three months ended June 30, 2026. The increase was primarily due to the added amortization following the increase in basis of the acquired intangible asset related to Ebanga®. Gross margin increased $65.3 million, or 138%, to $112.5 million for the three months ended June 30, 2026. Gross margin percentage increased 14 percentage points to 50% for the three months ended June 30, 2026. The increase in gross margin was due to improved MCM Products gross margin of $81.6 million, partially offset by decreases in Commercial Products and Services gross margin of $15.0 million and $1.3 million, respectively. Gross margin and gross margin percentage exclude Contracts and grants revenues because the related costs are R&D expenses. See "Reportable Segment Results" for an expanded discussion of revenues and gross margin. Unallocated corporate operating expenses R&D Expenses R&D expenses decreased $3.3 million, or 26%, to $9.2 million for the three months ended June 30, 2026. The decrease was primarily due to lower project spend on Ebanga® related development work. SG&A Expenses SG&A expenses increased $0.9 million, or 2%, to $44.6 million for the three months ended June 30, 2026. The increase was primarily due to lower insurance reimbursement benefits recognized in the current year period compared with the prior year period, partially offset by lower compensation, marketing and administrative support expenses. SG&A expenses as a percentage of total revenues decreased 12 percentage points to 19% for the three months ended June 30, 2026. Impairment of Long-Lived Assets Impairment of long-lived assets was $191.3 million for the three months ended June 30, 2026 due to a non-cash impairment charge in the second quarter of 2026 related to our NARCAN® asset group within the Commercial reporting unit. Interest expense Interest expense decreased $4.7 million, or 32%, to $10.0 million for the three months ended June 30, 2026. The decrease was primarily driven by lower interest expense following the retirement of the Prior Term Loan balance in April 2026, partially offset by an increase in interest incurred on the new Term Loan Agreement and related delayed draw term loan commitment fees. 35 Loss on assets held-for-sale Loss on assets held-for-sale was $10.7 million for the three months ended June 30, 2026. The loss on assets held-for-sale in the current period is related to the held-for-sale related remeasurement of the Company’s office property located in Gaithersburg, Maryland. Loss on debt extinguishment Loss on debt extinguishment increased $20.5 million from no loss on debt extinguishment recognized during the three months ended June 30, 2025. The loss on debt extinguishment was associated with this year’s refinancing activities. Other, net Other, net decreased from $3.7 million in expense to $0.0 million in income for the three months ended June 30, 2026. The change of $3.7 million was driven by favorable warrant valuation adjustments and lower interest expense during the quarter. Income tax provision Income tax provision increased $18.7 million from a $4.8 million income tax benefit in the prior year to a $13.9 million income tax provision for the three months ended June 30, 2026. The increase was primarily due to a change in jurisdictional mix of income and losses. Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025 Revenues and gross margin Six Months Ended June 30, (dollars in millions) 2026 2025 % Change Total revenues $ 390.4 $ 363.1 8 % Contracts and grants 13.9 23.7 (41) % Product and services sales, net $ 376.5 $ 339.4 11 % Cost of product and services sales, net $ 169.1 $ 155.4 9 % Intangible asset amortization 33.7 32.5 4 % Gross margin (1) $ 173.7 $ 151.5 15 % Gross margin % (1) 46 % 45 % (1) Gross margin is calculated as product and services sales, net less cost of product and services sales, net and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by products and services sales, net. Total revenues increased $27.3 million, or 8%, to $390.4 million for the six months ended June 30, 2026. The increase was due to higher MCM Product revenue of $54.8 million, partially offset by a decrease in Commercial Products revenue of $17.5 million, Contracts and grants revenue of $9.8 million, and Services revenue of $0.2 million. Intangible asset amortization increased $1.2 million, or 4%, to $33.7 million for the six months ended June 30, 2026. The increase was primarily due to the added amortization following the increase in basis of the acquired intangible asset related to Ebanga®. Gross margin increased $22.2 million, or 15%, to $173.7 million for the six months ended June 30, 2026. Gross margin percentage increased 1 percentage point to 46% for the six months ended June 30, 2026. The improved gross margin is driven by an increase of $40.0 million and $1.9 million in MCM Products and Services gross margin, respectively, partially offset by a decrease of $19.8 million in Commercial Products gross margin. Gross margin and gross margin percentage exclude Contracts and grants revenues because the related costs are R&D expenses. See "Reportable Segment Results" for an expanded discussion of revenues and gross margin. 36 Unallocated corporate operating expenses R&D Expenses R&D expenses decreased $7.9 million, or 29%, to $19.7 million for the six months ended June 30, 2026. The decrease was primarily due to costs associated with the development work related to Ebanga®. SG&A Expenses SG&A expenses decreased $4.9 million, or 5%, to $91.2 million for the six months ended June 30, 2026. The decrease was primarily due to declines in compensation and other employee related costs, as well as lower marketing spend primarily related to NARCAN® and lower administration support costs. The decline in SG&A was partially offset by lower insurance reimbursement benefits recognized in the current year period compared with the prior year period. SG&A expenses as a percentage of total revenues decreased 3 percentage points to 23% for the six months ended June 30, 2026. Impairment of Long-Lived Assets Impairment of long-lived assets was $191.3 million for the six months ended June 30, 2026 due to a non-cash impairment charge in the second quarter of 2026 related to our NARCAN® asset group within the Commercial reporting unit. Interest expense Interest expense decreased $8.4 million, or 29%, to $21.0 million for the six months ended June 30, 2026. The decrease was primarily due to lower average outstanding debt balances, resulting in reduced interest expense following the prepayment of the $100.0 million principal amount outstanding under the Prior Term Loan and retirement of the remaining outstanding balance in April 2026, along with repurchases of Senior Unsecured Notes in the prior year. Interest expense was further reduced by lower amortization of debt issuance costs, partially offset by the interest expense and commitment fees associated with the new Term Loan Agreement and delayed draw term loan. Loss on assets held-for-sale Loss on assets held-for-sale decreased $1.5 million, or 12%, to $10.7 million for the six months ended June 30, 2026. The loss on assets held-for-sale in the current period is related to the held-for-sale related remeasurement of the Company’s office property located in Gaithersburg, Maryland, while the loss on assets held-for-sale in the prior period is related to warehouse space in Maryland. Loss on debt extinguishment Loss on debt extinguishment increased $20.5 million from no loss on debt extinguishment recognized during the six months ended June 30, 2025. The loss on debt extinguishment was associated with this year’s refinancing activities. Other, net Other, net decreased from $66.0 million in income to $13.9 million in income for the six months ended June 30, 2026. The change of $52.1 million was primarily due to the absence of the $50.0 million Bavarian Nordic milestone payment recognized in the prior-year period. The increased expense was also driven by the absence of the gain on sale of the Bayview facility recognized in the prior-year period. These items were partially offset by TEMBEXA® milestone revenue earned in the current period and a favorable warrant valuation adjustment. Income tax provision Income tax provision increased $0.6 million, or 3%, to $20.5 million for the six months ended June 30, 2026. The increase was primarily due to a change in jurisdictional mix of income and losses. 37 REPORTABLE SEGMENT RESULTS COMMERCIAL PRODUCTS SEGMENT Three Months Ended June 30, Six Months Ended June 30, (dollars in millions) 2026 2025 % Change 2026 2025 % Change Revenues $ 52.4 $ 67.5 (22) % $ 95.3 $ 112.8 (16) % Cost of sales 36.3 36.4 — % 63.1 60.9 4 % Intangible asset amortization 9.4 9.4 — % 18.9 18.9 — % Gross margin (1) $ 6.7 $ 21.7 (69) % $ 13.3 $ 33.0 (60) % Gross margin % (1) 13 % 32 % 14 % 29 % Add back: Intangible asset amortization $ 9.4 $ 9.4 $ 18.9 $ 18.9 Severance and restructuring costs — 0.2 — 0.2 Stock-based compensation expense 0.1 — 0.1 — Segment adjusted gross margin(2) $ 16.2 $ 31.3 (48) % $ 32.3 $ 52.1 (38) % Segment adjusted gross margin %(2) 31 % 46 % 34 % 46 % (1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues. (2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our Commercial Products segment is calculated as gross margin plus intangible asset amortization, severance and restructuring costs, and the portion of stock-based compensation expense that is recorded as cost of sales. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. In calculating these measures, we began excluding stock-based compensation that is recorded as cost of sales in the first quarter of 2026, as this reflects a non-cash expenditure that is not related to segment operating performance. As reflected in the table above, we have recast our 2025 results to also reflect this adjustment. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance. NM - Not meaningful Three Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025 Naloxone Naloxone sales decreased $15.1 million, or 22%, to $52.4 million for the three months ended June 30, 2026. The decrease was primarily attributable to lower sales of OTC NARCAN®, mostly driven by an unfavorable price-volume mix in U.S. public interest channels, partially mitigated by increases in Canadian sales of branded NARCAN® and KLOXXADO® sales. Cost of Product Sales and Gross Margin Cost of Commercial Products sales decreased $0.1 million to $36.3 million for the three months ended June 30, 2026. Despite decreases in U.S. sales volumes of OTC NARCAN® compared with the prior year period, cost of sales remained substantially flat due to increased costs and volumes associated with KLOXXADO® sales and Canadian sales of branded NARCAN®. Commercial Products gross margin decreased $15.0 million, or 69%, to $6.7 million for the three months ended June 30, 2026. Commercial Products gross margin percentage decreased 19 percentage points to 13% for the three months ended June 30, 2026. The decrease was largely due to an unfavorable price and volume mix of OTC NARCAN® across most U.S. sales channels, partially offset by lower product costs related to Canadian sales. Commercial Products segment adjusted gross margin in the current year period excludes the impact of intangible asset amortization of $9.4 million and the portion of stock-based compensation expense recorded as cost of sales of $0.1 million. 38 Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025 Naloxone Naloxone sales decreased $17.5 million, or 16%, to $95.3 million for the six months ended June 30, 2026. The decrease was primarily attributable to lower sales of OTC NARCAN®, reflecting lower pricing across most channels and lower volumes in U.S. public interest channels, which represented the most significant driver of the decline, partially offset by increases in Canadian sales of branded NARCAN® and KLOXXADO® sales. Cost of Product Sales and Gross Margin Cost of Commercial Product sales increased $2.2 million, or 4%, to $63.1 million for the six months ended June 30, 2026. The increase was primarily due to higher KLOXXADO® sales and Canadian sales of branded NARCAN®, largely offset by lower sales volumes of OTC NARCAN® in the U.S. Commercial Products gross margin decreased $19.7 million, or 60%, to $13.3 million for the six months ended June 30, 2026. Commercial Products gross margin percentage decreased 15 percentage points to 14% for the six months ended June 30, 2026. The decrease was largely due to an unfavorable price and volume mix of OTC NARCAN® across all U.S. sales channels and product mix due to the introduction of KLOXXADO®, partially offset by lower product costs related to the Canadian sales. Commercial Products segment adjusted gross margin in the current year period excludes the impact of intangible asset amortization of $18.9 million and the portion of stock-based compensation expense recorded as cost of sales of $0.1 million. MCM PRODUCTS SEGMENT Three Months Ended June 30, Six Months Ended June 30, (dollars in millions) 2026 2025 % Change 2026 2025 % Change Revenues $ 168.0 $ 58.4 188 % $ 269.8 $ 215.0 25 % Cost of sales 52.8 25.8 105 % 89.6 76.0 18 % Intangible asset amortization 7.8 6.8 15 % 14.8 13.6 9 % Gross margin(1) $ 107.4 $ 25.8 NM $ 165.4 $ 125.4 32 % Gross margin %(1) 64 % 44 % 61 % 58 % Add back: Intangible asset amortization $ 7.8 $ 6.8 $ 14.8 $ 13.6 Severance and restructuring benefit — (0.4) — (1.2) Inventory step-up provision 0.2 — 0.3 1.8 Stock-based compensation expense 0.7 0.3 1.2 0.6 Segment adjusted gross margin(2) $ 116.1 $ 32.5 NM $ 181.7 $ 140.2 30 % Segment adjusted gross margin %(2) 69 % 56 % 67 % 65 % (1) Gross margin is calculated as revenues less cost of sales and intangible asset amortization. Gross margin percentage is calculated as gross margin divided by revenues. (2) Segment adjusted gross margin, which is a non-GAAP financial measure, for our MCM Products segment is calculated as gross margin plus intangible asset amortization, severance and restructuring benefit, inventory step-up provision, and the portion of stock-based compensation expense that is recorded as cost of sales. Segment adjusted gross margin percentage, which is a non-GAAP financial measure, is calculated as segment adjusted gross margin divided by revenues. The Company’s management utilizes segment adjusted gross margin and segment adjusted gross margin percentage for purposes of evaluating our ongoing operations and for internal planning and forecasting purposes. In calculating these measures, we began excluding stock-based compensation that is recorded as cost of sales in the first quarter of 2026, as this reflects a non-cash expenditure that is not related to segment operating performance. As reflected in the table above, we have recast our 2025 results to also reflect this adjustment. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance. NM - Not meaningful 39 Three Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025 Anthrax MCM Anthrax MCM sales increased $0.7 million, or 6%, to $12.3 million for the three months ended June 30, 2026. The increase was primarily attributable to a more favorable pricing mix driven by international sales of BioThrax®. This increase was partially offset by absence of international sales of ANTHRASIL® in the current period, compared to international sales in the prior-year period. Anthrax vaccine product sales are primarily made under annual purchase options exercised by the USG. Fluctuations in revenues result from the timing of the exercise of annual purchase options, the timing of USG purchases, the availability of governmental funding and the Company’s delivery of orders that follow. Smallpox MCM Smallpox MCM sales increased $61.0 million, or 150%, to $101.6 million for the three months ended June 30, 2026. The increase was primarily attributable to higher USG sales of ACAM2000® due to timing, higher CNJ-016® (VIGIV) sales with a more favorable price and volume mix of U.S. and international sales and higher TEMBEXA® international sales due to timing. Fluctuations in revenues from Smallpox MCM result from the timing of the exercise of annual purchase options in the existing procurement contracts, the timing of USG purchases, the availability of governmental funding and the Company’s delivery of orders that follow. Other Products Other Products sales increased $47.9 million to $54.1 million for the three months ended June 30, 2026. The increase was primarily due to higher USG and international BAT® sales due to timing. Cost of Sales and Gross Margin Cost of MCM product sales increased $27.0 million, or 105%, to $52.8 million for the three months ended June 30, 2026. The increase was primarily attributable to higher product sales volumes for BAT®, ACAM2000®, CNJ-016® (VIGIV), BioThrax®, and TEMBEXA®, as well as a significant non-recurring manufacturing cost related to the production of CYFENDUS®. These increases were partially offset by a decrease in cost of sales for ANTHRASIL® driven by lower sales volumes. MCM Products gross margin increased $81.6 million to $107.4 million for the three months ended June 30, 2026. MCM Product gross margin percentage increased 20 percentage points to 64% for the three months ended June 30, 2026. The increase in gross margin percentage was primarily driven by a more favorable sales mix and increased sales volumes, which improved absorption of fixed manufacturing costs. These improvements were partially offset by a significant non-recurring manufacturing cost related to the production of CYFENDUS®. MCM Product segment adjusted gross margin in the current year period excludes the impacts of intangible asset amortization of $7.8 million, the portion of stock-based compensation expense recorded as cost of sales of $0.7 million and inventory step-up provision of $0.2 million. Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025 Anthrax MCM Anthrax MCM sales decreased $25.6 million, or 43%, to $33.9 million for the six months ended June 30, 2026. The decrease reflects the impact of lower international sales of ANTHRASIL®, mainly to the Canadian government, and USG sales of CYFENDUS®, partially offset by an increase of BioThrax® USG sales due to timing. Anthrax vaccine product sales are primarily made under annual purchase options exercised by the USG. Fluctuations in revenues result from the timing of the exercise of annual purchase options, the timing of USG purchases, the availability of governmental funding and Company delivery of orders that follow. Smallpox MCM Smallpox MCM sales increased $18.9 million, or 13%, to $165.9 million for the six months ended June 30, 2026. The increase was primarily due to higher CNJ-016® (VIGIV) USG sales from timing, coupled with higher ACAM2000® sales due to timing of USG orders and international sales of TEMBEXA®. These increases were partially offset by lower international sales of ACAM2000® and lower TEMBEXA® USG sales due to timing. Fluctuations in revenues from Smallpox MCM result from the timing of the exercise of annual purchase options in the existing procurement contracts, the timing of USG purchases, the availability of governmental funding and Company delivery of orders that follow. Other Products Other Products sales increased $61.5 million, to $70.0 million for the six months ended June 30, 2026. The increase was primarily due to higher USG sales as well as Canadian and other international BAT® sales due to timing. 40 Cost of MCM Product Sales and Gross Margin Cost of MCM product sales increased $13.6 million, or 18%, to $89.6 million for the six months ended June 30, 2026. The increase was primarily due to higher cost of sales of BAT®, CNJ-016® (VIGIV) and BioThrax® and reflecting increased sales volumes, as well as increased non-recurring manufacturing costs related to production of CYFENDUS®. These increases were partially offset by lower cost of sales for ANTHRASIL®, and TEMBEXA® due to lower unit sales volume. MCM Product gross margin increased $40.0 million, or 32%, to $165.4 million for the six months ended June 30, 2026. MCM Product gross margin percentage increased 3 percentage points to 61% for the six months ended June 30, 2026. The increase in gross margin percentage was primarily due to a favorable sales volume and product mix which was weighted more heavily towards higher margin products, the margin improvements were partially offset by non-recurring manufacturing costs mentioned above. MCM Product segment adjusted gross margin in the current year period excludes the impacts of intangible asset amortization of $14.8 million, the portion of stock-based compensation expense recorded as cost of sales of $1.2 million and inventory step-up provision of $0.3 million. ALL OTHER REVENUE Three Months Ended June 30, 2026 Compared with Three Months Ended June 30, 2025 Services Revenues Services revenues increased $2.0 million, or 45%, to $6.4 million for the three months ended June 30, 2026. The increase was primarily attributable to production activity at the Company’s Winnipeg facility. Contracts and Grants Contracts and grants revenue decreased $3.1 million, or 29%, to $7.5 million for the three months ended June 30, 2026. The decrease was primarily due to lower Ebanga® related development work, reflecting timing and nature of work performed. Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025 Services Revenues Services revenues decreased $0.2 million, or 2%, to $11.4 million for the six months ended June 30, 2026. The decrease was primarily attributable to production activity at the Company’s Winnipeg facility. Contracts and Grants Contracts and grants revenue decreased $9.8 million, or 41%, to $13.9 million for the six months ended June 30, 2026. The decrease was primarily due to lower Ebanga® related development work, reflecting timing and nature of work performed, and lower activities for other funded R&D projects. 41 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Our financial condition is summarized as follows: June 30, December 31, (dollars in millions) 2026 2025 Change % Financial assets: Cash and cash equivalents $ 139.7 $ 205.4 (32) % Restricted cash 1.2 3.7 (68) % Total cash, cash equivalents and restricted cash $ 140.9 $ 209.1 (33) % Borrowings: Debt, net of unamortized debt issuance costs 581.8 572.1 2 % Total borrowings $ 581.8 $ 572.1 2 % Working capital: Current assets $ 666.0 $ 662.5 1 % Current liabilities 122.8 132.2 (7) % Total working capital $ 543.2 $ 530.3 2 % Principal Sources of Capital Resources As of June 30, 2026, our capital resources included $139.7 million of cash and cash equivalents and an available borrowing capacity of up to $50.0 million under the Revolving Credit Agreement. In addition, pursuant to the Term Loan Agreement, the Company has access to a delayed draw term loan facility through April 2028, subject to the satisfaction of certain conditions, including compliance with a maximum consolidated secured leverage ratio of 1.75 to 1.00 and other customary borrowing conditions. We have not drawn upon this facility as of June 30, 2026. We have historically financed our operating and capital expenditures through existing cash and cash equivalents, cash from operations, development contracts and grant funding and borrowings under various credit agreements, including the Term Loan Agreement and other lines of credit we have established from time to time. We also occasionally obtain financing from the sale of our common stock upon exercise of stock options. As of June 30, 2026, the Company believes that its sources of liquidity, including debt and cash flows from operating activities, are adequate to fund its operations for at least the next twelve months from the issuance of these condensed consolidated financial statements. Unused Credit Capacity Available room under the commitments with respect to the Revolving Credit Agreement (the “Revolving Loans”) as of June 30, 2026 and December 31, 2025 was: (in millions) June 30, 2026 December 31, 2025 Total Capacity $ 50.0 $ 100.0 Unused Capacity $ 50.0 $ 100.0 Principal Uses of Capital Resources Future Uses of Capital Resources We anticipate that our future capital requirements will principally consist of funds required for: •operating and general corporate expenses; •capital expenditures; •debt service requirements, including interest payments; •compensation to designated executive management under our various long-term incentive compensation programs; •discretionary funding of the Reauthorized Share Repurchase Program and repurchases of Senior Unsecured Notes; •contingent obligations related to our acquisitions; •potential acquisitions of businesses; and 42 •other known future contractual obligations. Share Repurchase Program In March 2025, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million of the Company’s common stock on or before March 27, 2026. In February 2026, the Company reauthorized the 2025 Share Repurchase Program for the repurchase of up to $50.0 million of the Company's common stock through March 31, 2027. Repurchases under the Reauthorized Share Repurchase Program may be made from time to time on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors, including the market price of the Company’s common shares, macroeconomic environment and other investment opportunities, consistent with applicable law. The Reauthorized Share Repurchase Program may be suspended or discontinued at any time. The Inflation Reduction Act of 2022, which was enacted on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. Excise tax accrued during the three and six months ended June 30, 2026 was $0.1 million and $0.2 million, respectively. During the three and six months ended June 30, 2026, the Company utilized $9.1 million and $18.2 million, including commissions and excise taxes, to repurchase 1.1 million and 1.9 million shares, respectively. The average price paid, excluding commissions and excise taxes, was $8.38 and $9.21 per share, respectively. As of June 30, 2026, the Company had $37.5 million available to repurchase shares under the Reauthorized Share Repurchase Program. Senior Unsecured Note Repurchase In August 2026, the Board of Directors authorized the Company to repurchase up to $75.0 million aggregate principal amount of the Company’s Senior Unsecured Notes. The Company may seek to opportunistically use this authority to repurchase its Senior Unsecured Notes in open market purchases, privately negotiated transactions or otherwise. Any such repurchases will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions, applicable securities law and other factors. The Company did not have any principal repurchases during the three and six months ended June 30, 2026 and 2025 under a previous debt repurchase program that expired in May 2026. Future Contractual Obligations Our future contractual obligations as of June 30, 2026 primarily included long-term obligations related to our outstanding borrowings under the Term Loan Agreement and the Senior Unsecured Notes, as well as lease arrangements and purchase commitments. In April 2026, the Company repaid in full all amounts outstanding under its Prior Term Loan Agreement in connection with its entry into the Term Loan Agreement. As of June 30, 2026, the Company had $589.7 million of fixed and variable rate debt with varying maturities. See Note 9, “Debt” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q for further discussion. These amounts reflect future unconditional payments and are based on the terms of the relevant agreements, appropriate classification of items under GAAP currently in effect and certain assumptions such as interest rates. Future events could cause actual payments to differ from these amounts. 43 Cash Flows The following table provides information regarding our cash flows for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, (in millions) 2026 2025 Net cash provided by (used in): Operating activities $ 22.3 $ 95.2 Investing activities (54.7) 76.7 Financing activities (35.8) (6.8) Effect of exchange rate changes on cash, cash equivalents and restricted cash — 0.3 Net change in cash, cash equivalents and restricted cash $ (68.2) $ 165.4 Operating Activities: Net cash provided by operating activities for the six months ended June 30, 2026 decreased $72.9 million as compared with the six months ended June 30, 2025. The decrease was primarily attributable to higher accounts receivable balances resulting from the timing of customer billings and collections, lower net income, and the absence of favorable working capital benefits from prepaid expenses and other assets recognized in the prior-year period. These impacts were partially offset by favorable inventory movements, improved accrued expense balances, lower cash payments associated with accrued compensation, and increased contract liabilities. Investing Activities: Net cash used in investing activities for the six months ended June 30, 2026 increased $131.4 million as compared with the six months ended June 30, 2025. The increase in cash used was primarily driven by a $50.4 million milestone payment related to a prior-year acquisition associated with development activities for Ebanga®. The increase was also attributable to the absence of investing cash inflows received in the prior year period, including milestone payments related to the sale of our travel health business to Bavarian Nordic, and proceeds from the sale of property, plant and equipment, including our Baltimore-Bayview facility to Syngene. Financing Activities: Net cash used in financing activities for the six months ended June 30, 2026 increased $29.0 million as compared with the six months ended June 30, 2025. The increase was attributable to debt issuance and debt extinguishment costs incurred in connection with the April 2026 debt refinancing activities, as well as increased purchases of treasury stock and taxes paid related to stock-based compensation activity. Uncertainties and Trends Affecting Funding Requirements We expect to continue to fund our short-term and long-term anticipated operating expenses, capital expenditures and debt service requirements, any future debt repurchases and any future repurchases of our common stock from the following sources: •existing cash and cash equivalents; •net proceeds from the sale of our products and Bioservices; •development contracts and grant funding; •proceeds from potential asset sales; and •our Term Loan Agreement and Revolving Loans. There are numerous risks and uncertainties associated with product sales and with the development and commercialization of our product candidates. We may seek additional external financing to provide additional financial flexibility. Our future capital requirements will depend on many factors, including (but not limited to): •the level, timing and cost of product sales and services sales; •the extent to which we acquire or invest in and integrate companies, businesses, products or technologies; •the acquisition of new facilities and capital improvements to new or existing facilities; •the payment obligations under our indebtedness; •the scope, progress, results and costs of our development activities; 44 •our ability to obtain funding from collaborative partners, government entities and non-governmental organizations for our development programs; and •the costs of commercialization activities, including product marketing, sales and distribution. If our capital resources are insufficient to meet our future capital requirements, we will need to finance our cash needs through public or private equity or debt offerings, bank loans, collaboration and licensing arrangements, cost reductions, assets sales or a combination of these options. If we raise funds by issuing equity securities, our stockholders may experience dilution. Public or bank debt financing, if available, may involve agreements that include covenants, like those contained in our Senior Unsecured Notes, our Term Loan Agreement and our Revolving Credit Agreement, which could limit or restrict our ability to take specific actions, such as incurring additional debt, making capital expenditures, pursuing acquisition opportunities, buying back shares or declaring dividends. If we raise funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies or product candidates or grant licenses on terms that may not be favorable to us. Economic conditions, including market volatility and adverse impacts on financial markets, may make it more difficult to obtain financing on attractive terms, or at all. Any new debt funding, if available, may be on terms less favorable to us than our Senior Unsecured Notes, our Credit Agreement or our Revolving Credit Agreement. If financing is unavailable or lost, our business, operating results, financial condition and cash flows would be adversely affected, and we could be forced to delay, reduce the scope of or eliminate many of our planned activities. 45
For a discussion of additional risks arising from our operations, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Item 1A. Risk Factors” in addition to updates contained in “Item 1A. Risk Factors” of this Quarterly Report on…
For a discussion of additional risks arising from our operations, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Item 1A. Risk Factors” in addition to updates contained in “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q. Market risk We have interest rate and foreign currency market risk. Because of the short-term maturities of our cash and cash equivalents, we believe that an increase in market rates would likely not have a significant impact on the realized value of our investments. Interest rate risk We have debt with a mix of fixed and variable rates of interest and we are satisfied with the current fix-float mix of the Company's debt portfolio. Floating rate debt carries interest based generally on the eurocurrency rate, plus an applicable margin. Increases in interest rates could result in an increase in interest payments for our floating rate debt. See Note 9, "Debt" in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q. From time to time, we may use derivative instruments to manage our interest rate risk and market risk exposure. We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our operating results assuming various changes in market interest rates. A hypothetical increase of one percentage point in the SOFR rate as of June 30, 2026 would increase our interest expense by approximately $1.5 million annually. Foreign currency exchange rate risk We have exposure to foreign currency exchange rate fluctuations worldwide and primarily with respect to the Euro, Canadian dollar, Singapore dollar, Swiss franc, British pound and Danish krone. We manage our foreign currency exchange rate risk primarily by either entering into foreign currency hedging transactions or incurring operating expenses in the local currency in the countries in which we operate, to the extent practical. We currently do not hedge all of our foreign currency exchange exposure and the movement of foreign currency exchange rates could have an adverse or positive impact on our results of operations. 46
Read original filing text →See Note 15, “Litigation” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q.
See Note 15, “Litigation” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1, of this Form 10-Q.
Read original filing text →The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 contains disclosure regarding the risks and uncertainties related to the Company’s business under the heading Item 1A. Risk Factors. There have been no material changes to the Company’s risk factors as…
The Company’s Annual Report on Form 10-K for the year ended December 31, 2025 contains disclosure regarding the risks and uncertainties related to the Company’s business under the heading Item 1A. Risk Factors. There have been no material changes to the Company’s risk factors as presented in the Company’s 2025 Form 10-K, except as described below: We are currently dependent on third-party manufacturers for the manufacture of all or part of most Emergent products. Failure of such manufacturers to maintain regulatory compliance may be expensive and time-consuming and may cause interruptions to our supply of our products to customers. We are currently dependent on third-party manufacturers for the manufacture of all or part of most Emergent products. Certain of our third-party manufacturers constitute the sole source of manufacture of drug product, drug substance, components and raw materials. We have a limited ability to control the costs or the manufacturing process related to the third-party manufacture of our products. Increases in the prices we pay our manufacturers, interruptions in the supply of our products, lapses in quality, or the inability to supply finished product could adversely impact our margins, profitability and cash flows. In addition, we are reliant on our third-party manufacturers to maintain the facilities at which they manufacture our products in compliance with all FDA and other applicable regulatory requirements. If these manufacturers fail to maintain compliance with FDA or other applicable regulatory requirements, they could be ordered to cease manufacturing, which could have a materially adverse impact on our revenues and operating results, including the inability to supply products for sale to our customers. We may be forced to consider entering into additional or replacement manufacturing arrangements with other third-party manufacturers. Because of contractual restraints and the lead-time necessary to obtain FDA approval of a new manufacturer, replacement of any of our current manufacturers may be expensive and time-consuming and may cause interruptions to our supply of these products to our customers. Political or social factors may delay or impair our ability to market and sell our products and may require us to spend significant management time and financial resources to address these issues. Products developed to counter the potential impact of PHTs are subject to changing political and social environments. The political responses and social awareness of the risks of these threats on military personnel or civilians and the level of emphasis placed on such risks by the USG may vary over time. If the threat of terrorism were to decline, then the public perception of the risk on public health and safety may be reduced. This perception, as well as political or social pressures (including as a result of negative publicity we have received based on our longstanding ties to the USG), could delay or cause resistance to bringing our products in development to market or limit pricing or purchases of our products, any of which could negatively affect our revenues and our business, financial condition, operating results and cash flows. In addition, substantial delays or cancellations of purchases could result from protests or challenges from third parties. Lawsuits brought against us by third parties or activists, even if not successful, could require us to spend significant management time and financial resources defending the related litigation and could potentially damage the public's perception of us and our products. Any publicity campaigns or other negative publicity may adversely affect the degree of market acceptance of our MCMs and thereby limit the demand for our products, which would adversely affect our business, financial condition, operating results and cash flows. Further, to the extent the USG exerts a preference for U.S. made products, the USG may elect to reduce or eliminate purchases of products that we currently make in our Winnipeg facility. NARCAN® (naloxone HCl) Nasal Spray is currently subject to generic and branded competition and may be subject to additional generic and branded competition in the future. As our competitors introduce their own generic and branded equivalents of our branded drug products, our revenues and gross margin from such products generally decline. NARCAN® Nasal Spray faces increased competition from the addition of new naloxone agents, including generic competition from Teva Pharmaceuticals Industries Limited and Teva Pharmaceuticals USA (collectively, “Teva”), Padagis LLC (“Padagis”) and Amneal Pharmaceuticals, Inc. (“Amneal”). Sales of generic versions of NARCAN® Nasal Spray at prices lower than our branded product or provided at no cost by Teva, Padagis and Amneal have the potential to erode our sales and could impact our product revenue related to NARCAN® Nasal Spray. 48 NARCAN® Nasal Spray also faces branded competition from prescription products, such as Zimhi™ (naloxone), a branded injectable product developed by Adamis Pharmaceuticals Corporation, RextovyTM, (naloxone HCL nasal spray 4 mg), a branded product marketed by Amphastar Pharmaceuticals, Inc., Teleflex Medical Inc.'s Intranasal Mucosal Atomization Device, and Rezenopy® (naloxone HCL nasal spray 10mg), a branded product manufactured by Summit Biosciences Inc., as well as OTC products, such as RiViveTM (naloxene HCl nasal spray 3mg), a branded product developed by Harm Reduction Therapeutics. Competition that NARCAN® Nasal Spray faces from generic and branded versions has adversely affected sales of NARCAN® Nasal Spray and the revenue, profitability and cash flows that we derive from its sale and ongoing competition could continue to exert downward price pressure on our branded drug prices, which could materially and adversely affect our results of operations and financial condition. We may not successfully execute or realize some or all of the expected benefits of our restructuring plans and our restructuring may adversely affect our business. On August 5, 2026, we announced an organizational restructuring plan intended to reduce operating costs, improve operating margins, and continue advancing the Company’s ongoing commitment to profitable growth. Our restructuring efforts involve workforce reductions and closure of wet laboratories to enhance productivity and maintain operational efficiency, and may require additional investments in technology, infrastructure and related capabilities. We will incur costs in connection with the execution of this restructuring plan, including charges related to employee transition, severance payments, employee benefits, and share-based compensation. These charges and others that we may incur in connection with the restructuring plan may exceed our estimates. In addition, we may be unable to obtain the costs savings and other benefits that were initially anticipated in connection with our decision to implement the restructuring plan. Furthermore, even if we are successful with our cost control efforts, we may not see the benefits of such efforts on our financial condition, results of operations and cash flows due to other factors. We also may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods. Restructuring actions could also increase the risk of operational disruptions, delivery issues, internal control weaknesses or other operational challenges, especially during periods of organizational transition, as responsibilities are reassigned and processes are adjusted. Reorganization and restructuring can require a significant amount of management and other employees’ time and focus, which may divert attention from operating and growing our business. Furthermore, restructuring measures require compliance with numerous laws and regulations, including local labor laws. We may face wrongful termination, discrimination or other legal claims from affected employees that require us to incur substantial costs to defend against, and such claims may significantly increase our severance costs. If we fail to achieve some or all of the expected benefits of restructuring, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows. For more information about our restructuring plans, see Note 17, “Subsequent Events”, in the notes to the Condensed Consolidated Financial Statements in Part I, Item 1, of this quarterly report on this Form 10-Q. 49
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