11. Related Party Transactions

As described in Note 1, Nature of the Business and Basis of Presentation and Note 3, Discontinued Operations and TSA, in September 2024, the Company sold the VOWST Business, including inventory and equipment, certain patents and patent applications, know-how, trade secrets, trademarks, domain names, marketing authorizations and related rights, documents, materials, business records and data and contracts that are used or held for use primarily in the development, commercialization and manufacturing of VOWST, to SPN, and SPN assumed certain liabilities from the Company. As consideration for the Transaction, the Company received an upfront cash payment of $139,788, which consists of $100,000, less $17,857 owed by the Company to an affiliate of SPN under the prior license agreement between the Company and the SPN affiliate, less approximately $2,355 in satisfaction of fees due under the Bacthera Manufacturing Agreement; plus a prepayment of the $60,000 milestone payment tied to the achievement of worldwide annual net sales of VOWST of $150,000; plus an equity investment of $15,000 based on the Securities Purchase Agreement pursuant to which SPN purchased 714,285 shares of common stock at a purchase price of $21.00 per share.

As of June 30, 2025, there was $13,453 included in Accrued Liabilities due to SPN - related party on the Company's condensed consolidated balance sheet, which represents amounts due to SPN pursuant to the Purchase Agreement, which are further described in Note 3, Discontinued Operations and TSA. During the three and six months ended June 30, 2025, the Company paid $0 and $1,309 to SPN related to the Purchase Agreement during the periods, respectively,.

As described in Note 3, Discontinued Operations and TSA, the Company entered into the TSA with NESA, an affiliate of SPN, in connection with the Transaction, through which the Company will provide certain manufacturing services until December 31, 2025, and other transition services, for the duration specified in the schedule to the TSA for each service. For the three and six months ended June 30, 2025, the Company recognized $3,490 and $9,799, respectively, of TSA reimbursement income in other income in the Company’s condensed consolidated statements of operations and comprehensive income (loss). For the three and six months ended June 30, 2025, the Company has incurred $1,689 and $5,216, respectively, of expenses related to manufacturing services and $1,261 and $3,509, respectively, of TSA labor and passthrough expenses to support the transition services, including finance and accounting, information technology, human resources, operations, and other services.

During the three and six months ended June 30, 2025, $4,585 and $11,987, respectively, has been billed to NESA related to transition services performed by the Company, and the Company received payments of $6,464 and $63,173, respectively, related to transition services performed, which includes the first installment payment of $50,000 received in January 2025 that was conditioned on the Company’s material compliance with obligations under the TSA. As of June 30, 2025, the Company has $882 in accounts receivable due from SPN - related party and $279 unbilled receivable included in prepaid expenses and other current assets in the Company’s condensed consolidated balance sheets.