12. Subsequent Events

The Agreement and Plan of Merger

On July 7, 2025, the Company entered into the Merger Agreement with Concentra and Merger Sub. The Merger Agreement provides for, among other things: (i) the acquisition of all of the Company’s outstanding shares of common stock by Concentra through the Offer by Merger Sub, for the Offer Price and (ii) after the completion of the Offer, the satisfaction or waiver of certain conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law, the merger with the Company surviving the Merger, without a meeting or vote of the Company’s stockholders.

There can be no assurance that the Merger will be completed as the closing of the Offer is subject to certain conditions, including the tender of the Company’s common stock representing at least a majority of the total number of outstanding shares (including any shares held by Concentra). The Merger Agreement contains customary termination rights for both Concentra and Merger Sub, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or before November 4, 2025. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, including in connection with the Company’s entry into an agreement with respect to a Superior Company Proposal (as defined in the Merger Agreement), the Company will be required to pay Concentra a termination fee of $3.8 million. If Concentra terminates the Merger Agreement due to the Company having closing net cash of less than $217.5 million, the Company will be required to reimburse expenses incurred by Concentra up to a maximum amount of $0.5 million.

The Exercise of the Pre-Funded Warrants

In July 2025, the Company issued 1,842,499 shares of the Company’s common stock upon the exercise of pre-funded warrants held by the Exchanging Stockholders (see Note 6). The warrants were exercised at an exercise price of $0.001, and the Company received a nominal amount of proceeds upon exercise.

Updates to Income Taxes Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and 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. The Company is currently assessing its impact on its financial statements.

The Amendment to the Settlement Agreement with the NCI

In July 2025, the Company and the NCI executed an amendment to the Settlement Agreement. Under the amendment, all terms previously agreed upon per the Settlement Agreement remain in effect, except for the provision regarding the termination of the 2023 NCI License. As amended, the license will terminate on the earlier of: (1) September 15, 2025; (2) the voluntary termination of the 2023 NCI License by the Company; or (3) the date of the License Assignment, subject to approval by the NCI.