Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies

Commitments and Contingencies

16. Commitments and Contingencies

From time to time, the Company may be exposed to claims and legal actions in the normal course of business. As of December 31, 2025, and continuing as of March 16, 2026, the Company is not aware of any pending or threatened material litigation claims against the Company.

Agreements with Qorvo Biotechnologies, LLC

On January 17, 2023, the Company entered into a series of agreements with Qorvo Biotechnologies, LLC. Other than the obligation to purchase a minimum quantity of BAW sensors during the term of the BAW Sensor Supply Agreement, the obligations under these agreements were terminated upon the acquisition of Qorvo Biotechnologies, LLC on October 4, 2023.

Development and License Agreement with Brisby, Inc.

On April 4, 2023, the Company entered into a Development and License Agreement with Brisby Inc. Under the terms of this agreement, Brisby grants the Company a license to use, develop, manufacture, have manufactured, offer for sale, sell, and import certain Brisby products, such as the Smart Pet Pad and the Intelligent Pet Bed, along with any future developments of these products.

As part of this agreement, the Company is required to make the following milestone payments:

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$3,500 in aggregate cash payments, covering the initial license fee, equity interest, development milestones, and commercial sales;

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$750 in warrants upon the first commercial sale of the Smart Pet Pad, determined by dividing the amount due by the closing price of the Company's common stock on the date of such first commercial sale, as reported on the OTCQB marketplace, with a term of 10 years;

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$750 in warrants upon the first commercial sale of the Intelligent Pet Bed, determined by dividing the amount due by the closing price of the Company's common stock on the date of such first commercial sale, as reported on the OTCQB marketplace, with a term of 10 years;

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$5,000 in warrants upon reaching $15,000 in annual net sales of the licensed products, determined by dividing the amount due by the closing price of the Company’s common stock on the date that net sales reach $15,000, as reported on the OTCQB marketplace, with a term of 10 years.

As of December 31, 2025, the Company has made $1,611 in cash payments for milestones achieved under this agreement and holds a 19.50% equity stake in Brisby Inc. The remaining cash payments, totaling $1,889, are due upon the achievement of future development milestones and the first commercial sales of the Smart Pet Pad and the Intelligent Pet Bed.

The Company’s investment in Brisby Inc. is accounted for under the equity method in accordance with ASC 323, Investments – Equity Method and Joint Ventures (“ASC 323”), and is included in “Other assets” on our consolidated balance sheets.

License and Supply Agreement with Cresilon, Inc.

On December 30, 2024 (the “Effective Date”), the Company entered into a License and Supply Agreement with Cresilon, Inc. Under the terms of this agreement, Cresilon will manufacture and supply VETIGEL^® Hemostatic Gel and related products (the “Products”) to the Company, ensuring the Products materially conform to agreed specifications.

The agreement grants the Company a perpetual, royalty-bearing exclusive license to promote, market, and sell VETIGEL Products in the United States and, upon regulatory approval, Japan, as well as a non-exclusive license for global markets outside these territories. Both licenses include sublicensing rights but exclude any rights to manufacture the Products. Additionally, the Company received a non-exclusive, transferable trademark license to use Cresilon trademarks solely for the sale and importation of VETIGEL Products.

As part of this agreement, the Company is required to make the following considerations:

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$1,500 in an up-front license fee, due upon execution of the Agreement, which was paid during the year-ended December 31, 2024;

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$1,000 in a sales milestone payment, payable no later than January 31 of the first calendar year following the first calendar year in which Gross Sales exceed $3,000 (provided this occurs within five years of the Effective Date);

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$1,000 in a sales milestone payment, payable no later than January 31 of the first calendar year following the first calendar year in which Gross Sales exceed $5,000 (provided this occurs within five years of the Effective Date);

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$2,000 in a sales milestone payment, payable no later than January 31 of the first calendar year following the first calendar year in which Gross Sales exceed $10,000 (provided this occurs within five years of the Effective Date);

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Royalties on Net Sales less amounts paid to Cresilon for the Products (“Cresilon Net Sales”), ranging from 5% to 15%, depending on territory and patent status;

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A Minimum Royalty obligation (beginning in the second calendar year following the Effective Date), consisting of: (a) a royalty based on at least $1,000, in Cresilon Net Sales; and (b) a shortfall payment based on the number of Products manufactured by Cresilon to meet that threshold but not purchased by the Company during the applicable calendar year.