On December 23, 2025, the Company entered into the Share Purchase Agreement with Thelema for the sale of the B Medical Systems business. Thelema is a private limited liability company incorporated under the laws of Luxembourg. The transaction is with a related party, as a current Vice President of the Company and Chief Executive Officer of the B Medical Systems business is Thelema’s majority owner. The terms of the Share Purchase Agreement were negotiated through a competitive auction process.

Thelema deposited $9.0 million with the Company upon entering into the Share Purchase Agreement and was expected to pay the remaining $54.0 million on or before March 31, 2026. On March 27, 2026, the Company was informed by Thelema that it had not yet secured the financing required to complete the transaction and, solely as a result of the non-satisfaction of that financing condition, the transaction did not close by March 31, 2026. As a result of Thelema’s failure to satisfy the financing condition by March 31, 2026, the Company or Thelema may terminate the Share Purchase Agreement, in which case the Company will retain $5.0 million from the $9.0 million deposit as a break-up fee. The $9.0 million deposit is recorded in the Condensed Consolidated Balance Sheets as “Cash and cash equivalents” and “Accrued expenses and other current liabilities” as of March 31, 2026.

The Company measured the B Medical Systems business at the lower of carrying value or fair value less cost to sell at each reporting period. During the three months ended December 31, 2025, the Company recorded $9.7 million of loss on assets held for sale based on the purchase price pursuant to the Share Purchase Agreement less estimated costs to sell. During the three months ended March 31, 2026, the Company recorded an additional $6.3 million of loss on assets held for sale due to an increase in the carrying value of the B Medical Systems business as of March 31, 2026. The loss on assets

held for sale is included in “Loss from discontinued operations, net of tax” on the Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2026 and is included as a valuation allowance or contra-asset account within “Noncurrent assets held for sale” on the Condensed Consolidated Balance Sheet as of March 31, 2026.


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Revenue
Products	$	19,266	$	15,886	$	30,280	$	30,119
Services	3,527		1,320		5,616		4,678
Total revenue	22,793		17,206		35,896		34,797
Cost of revenue
Products	11,948		10,462		21,266		20,368
Services	3,040		1,071		5,690		5,893
Total cost of revenue	14,988		11,533		26,956		26,261
Gross profit	7,805		5,673		8,940		8,536
Operating expenses
Research and development	1,122		1,201		2,723		2,836
Selling, general and administrative	5,534		7,729		8,903		13,916
Loss on assets held for sale	6,269		31,848		15,965		31,848
Restructuring charges	183		364		299		678
Total operating expenses	13,108		41,142		27,890		49,278
Operating loss	(5,303)		(35,469)		(18,950)		(40,742)
Interest income (expense), net	—		(15)		1		(10)
Other income (expense), net	749		(604)		1,166		(74)
Loss before income taxes	(4,554)		(36,088)		(17,783)		(40,826)
Income tax benefit	(917)		(8,597)		(4,301)		(9,416)
Loss from discontinued operations, net of tax	$	(3,637)	$	(27,491)	$	(13,482)	$	(31,410)

The following table presents the significant non-cash items, capital expenditures and the deposit received from Thelema for the discontinued operations with respect to the B Medical Systems business that are included in the Condensed Consolidated Statements of Cash Flows (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2026		2025		2026		2025
Depreciation and amortization	$	—	$	—	$	—	$	3,846
Capital expenditures	598		371		945		1,128
Loss on assets held for sale	6,269		31,848		15,965		31,848

The carrying value of the assets and liabilities of the discontinued operations with respect to the B Medical Systems business reflected as “held for sale” on the Condensed Consolidated Balance Sheets as of March 31, 2026 and September 30, 2025 was as follows (in thousands):


	March 31, 2026		September 30, 2025
Assets
Cash and cash equivalents	$	8,763	$	13,206
Accounts receivable, net	14,345		10,090
Inventories	42,508		42,137
Prepaid expenses and other current assets	11,562		8,102
Current assets held for sale	$	77,178	$	73,535

Property, plant and equipment, net	$	50,697	$	50,968
Intangibles, net	123,569		126,065
Other assets	4,805		4,828
Valuation allowance	(110,699)		(96,855)
Noncurrent assets held for sale	$	68,372	$	85,006

Liabilities
Accounts payable	$	12,166	$	11,710
Deferred revenue	3,516		1,543
Accrued warranty and retrofit costs	5,512		5,248
Accrued compensation and benefits	4,584		3,909
Accrued income taxes	740		760
Accrued expenses and other current liabilities	4,898		5,098
Current liabilities held for sale	$	31,416	$	28,268

Long-term deferred tax liabilities	6,654		9,639
Long-term operating lease liabilities	1,193		2,077
Other long-term liabilities	1,823		2,575
Noncurrent liabilities held for sale	$	9,670	$	14,291

As disclosed in the 2025 Annual Report on Form 10-K, the Company maintained an accrual of $2.1 million as of September 30, 2025 in relation to a dispute with Edwards Vacuum LLC (a member of the Atlas Copco Group), to whom the Company sold its semiconductor cryogenics business in 2019. No additional liability for this dispute was accrued during the six months ended March 31, 2026, and the status of that dispute has not changed. The Company’s motion to dismiss Edwards Vacuum LLC’s lawsuit filed on September 12, 2025 remains pending. As there is potential for unexpected subsequent developments and given the inherent unpredictability of these matters, there can be no assurance that the Company’s assessment of the dispute will reflect the ultimate outcome, and an adverse outcome could have a material adverse effect on the Company’s consolidated financial position and/or results of operations in particular quarterly or annual periods.