12. Related Party Transactions

As described in Note 1, Nature of the Business and Basis of Presentation and Note 3, Discontinued Operations, 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.

For the years ended December 31, 2025 and 2024, the Accrued Liabilities due to SPN - related party on the Company's consolidated balance sheets were $3,278 and $17,750, respectively, which represents amounts due to SPN pursuant to the Purchase Agreement, which are further described in Note 3, Discontinued Operations and TSA. During the years ended December 31, 2025 and 2024, the Company paid $8,787 and $9,608, respectively, related to the outstanding liability. The Company also recognized a gain on sale of VOWST Business of $5,685 and $5,684, for the years ended December 31, 2025 and 2024, respectively, as a result of the change in the accrued liabilities due to SPN - related party, primarily as a result of SPN's actual Profit Sharing Payments as compared to the estimate as of the Closing.

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 provided 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 years ended December 31, 2025 and 2024, the Company recognized $13,311 and $6,292 of TSA reimbursement income in other (expense) income, net in the Company’s consolidated statements of operations and comprehensive income (loss). For the years ended December 31, 2025 and 2024, the Company incurred $6,544 and $3,532 of expenses related to manufacturing services and $3,592 and $3,136 of TSA labor and passthrough expenses to support the transition services, including finance and accounting, information technology, human resources, operations, and other services.

For the years ended December 31, 2025 and 2024, $14,897 and $3,724 was billed to NESA related to transition services performed by the Company, and the Company received $91,605 and $1,656 from NESA during the periods including the first installment payment of $50,000 received in January 2025 and the second installment payment of $25,000 received in July 2025 which were

conditioned on the Company's material compliance with obligations under the TSA. The $75,000 of installment payments were recognized in Gain on sale of VOWST Business within continuing operations in the Company's consolidated statements of operation and comprehensive income for the year ended December 31, 2025 as the gain was realizable. As of December 31, 2025, the Company had $360 in accounts receivable due from SPN - related party in the Company’s consolidated balance sheets.

For the year ended December 31, 2025, Nestlé purchase certain manufacturing and laboratory equipment from the Company. The Company received $169 in proceeds from the sale, which is recognized in Other income (expense), net in the Company's consolidated statements of operations and comprehensive income (loss).