Commitments and Contingencies |
6 Months Ended |
---|---|
Jun. 30, 2025 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Unconditional Purchase Obligations In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers. These are agreements to purchase products and services that are enforceable, legally binding, and specify terms that include provisions with respect to quantities, pricing and timing of purchases. Amounts purchased under these obligations totaled $1.9 million and $3.0 million for the three and six months ended June 30, 2025, respectively. Amounts purchased under these obligations totaled $1.6 million and $3.5 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, future minimum commitments under these obligations totaled $0.9 million which relate to the six months ending December 31, 2025 and the year ending December 31, 2026. Legal Proceedings In addition to the proceedings described below, the Company is involved in various legal proceedings arising in the normal course of business. The Company accrues for a loss contingency when it determines that it is probable, after consultation with counsel, that a liability has been incurred and the amount of such loss can be reasonably estimated. As of the date of this report, none of such loss contingencies, either individually or in the aggregate, are expected to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. On March 3, 2025, a purported stockholder filed a putative class action lawsuit against the Company and certain former officers of the Company in the United States District Court for the Southern District of California, captioned Nelson v. Maravai Lifesciences Holdings, Inc., et al. (the “Securities Class Action”). The Securities Class Action generally alleges that the defendants violated federal securities laws by making allegedly materially false or misleading statements about the Company’s business, operations, and prospects, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated under the Exchange Act. The plaintiff seeks to represent a putative class of investors who purchased or acquired the Company’s stock between August 7, 2024 and February 24, 2025. The Securities Class Action seeks, among other things, compensatory damages and attorneys’ fees and costs. On July 29, 2025, the lead plaintiff filed an amended complaint. Defendants intend to file a motion to dismiss the amended complaint on or around September 29, 2025. On June 20, 2025, a purported stockholder derivative lawsuit was filed in the United States District Court for the Southern District of California for the benefit of the Company as the nominal defendant, captioned Mercer v. Martin, et al. (the “Mercer Derivative Action”). The plaintiff alleges breaches of fiduciary duties and violations of Section 14(a) of the Exchange Act by certain past and present officers and directors of the Company. The Mercer Derivative Action seeks, among other things, corporate governance reforms, restitution to be paid to the Company, and attorneys’ fees. On July 18, 2025, the court stayed the Mercer Derivative Action until October 1, 2025, or until 14 days after a ruling on the anticipated motion to dismiss in the Securities Class Action so long as the anticipated motion is filed before October 1, 2025. On July 16, 2025, another purported stockholder filed a substantially similar derivative lawsuit in the United States District Court for the Southern District of California, captioned Husurianto v. Martin, et al. (collectively with the Mercer Derivative Action, the “Derivative Actions”). On July 25, 2025, the parties moved to consolidate the Derivative Actions. The Company intends to vigorously defend the Securities Class Action and the Derivative Actions. Currently, the Company cannot reasonably estimate any potential loss or range of loss that may arise from the Securities Class Action or the Derivative Actions. Indemnification Agreements In the ordinary course of business, we may provide indemnification of varying scope and terms to vendors, lessors, customers and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties, and losses arising from breach of representations, warranties and covenants to counterparties set forth in agreements with such parties. We have also agreed to indemnify our directors and officers to the maximum extent permitted under applicable state laws pursuant to standard director and officer indemnification agreements and our corporate charter and bylaws. The maximum potential amount of future payments that we could be required to make under these indemnification agreements is, in many cases, unlimited. We have not incurred any material costs as a result of such indemnifications and are not currently aware of any indemnification claims.
|