Commitments and Contingencies	3 Months Ended
Mar. 31, 2026
Other Commitments [Line Items]
Commitments and Contingencies	9. Commitments and Contingencies Contingent Obligations On January 25, 2024, the Company acquired 100% of the equity of Morton (the “Morton Acquisition”). Morton specialized in the development and manufacturing of advanced silicon photonics-based component and sub-system technologies. The acquisition date fair value purchase consideration of $3.9 million consisted of $2.6 million of cash, $0.4 million of common stock, $0.4 million of contingent consideration and $0.5 million of other payments and adjustments. In May 2025, the Company amended the equity purchase agreement related to the Morton Acquisition. The amendment added new milestones that, if achieved, requires the Company to make the remaining contingent cash payments of approximately $0.2 million and results in the vesting of the remaining 569,444 outstanding shares of restricted common stock. The contingent obligation is classified as a liability, initially measured at fair value upon assessment of the likelihood that the related milestones would be achieved and subsequently remeasured at fair value each reporting period, with changes recognized in earnings. Refer to Note 1 – Summary of Operations and Significant Accounting Policies (Fair Value Measurements) for information regarding the valuation methodology and inputs used in measuring the contingent obligation. In the fourth quarter of 2025, certain milestones were achieved, and the Company settled $2.3 million of the contingent obligation, consisting of $0.1 million in cash payments and the vesting of 329,678 shares of restricted common stock with an estimated fair value of $2.2 million. During the three months ended March 31, 2026, a total of $0.6 million of selling, general and administrative expenses related to the contingent obligation was recognized in the condensed consolidated statement of operations and comprehensive loss based upon the change in the fair value of the unvested shares of Common Stock during the period. The remaining balance of the contingent obligation included in accrued liabilities on the condensed consolidated balance sheet was $2.4 million as of March 31, 2026. In January 2024, the Company completed the SiNoptiq asset acquisition. The asset acquisition provides for contingent payments to the sellers of up to $1.5 million in cash and 512,092 restricted shares of Series B convertible redeemable preferred stock for achieving certain sales-and development-based milestones. The rights to these contingent payments expire on January 26, 2028. At the acquisition date, the Company assessed the likelihood of the contingencies to be met as not probable and does not expect this assessment to change. Additional information regarding the SiNoptiq asset acquisition and related contingent consideration is provided in Note 6 to the Company’s consolidated financial statements for the year ended December 31, 2025 included in the Current Report on Form 8-K/A that the Company filed with the SEC on March 31, 2026. Indemnification In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representation, failure to perform or claims and losses arising from certain events as outlined within the particular contract. The Company has also entered into indemnification agreements with certain of its officers and directors. The Company’s maximum exposure under such indemnities is unknown and has not been estimated, as this would involve future claims that may be made against the Company that have not occurred. To date, the Company has not made any payments related to these indemnities and believes the risk of material obligations under these indemnities to be remote. Accordingly, the Company has not accrued any liabilities related to such indemnification obligations in the condensed consolidated financial statements. Legal Matters From time to time, the Company may become involved in certain legal proceedings and claims incidental to the normal course of its business. As of March 31, 2026 and December 31, 2025, management is not aware of any pending or threatened litigation that could have a material impact on the condensed consolidated financial statements. Exclusive License Agreement with University of Wisconsin In October 2019, the Company entered into an exclusive license agreement with the Wisconsin Alumni Research Foundation (WARF) (the WARF License Agreement). Under the WARF License Agreement, the Company is granted an exclusive (subject to standard carve-outs), worldwide, sub-licensable license, in all fields, to make, have made, use, have used, offer for sale, sell, have sold and import products and services that would be covered by the patents listed in the WARF License Agreement. The WARF License Agreement provides the Company with exclusive rights to the listed patents, subject to certain WARF reservations. In consideration for the rights granted under the WARF License Agreement, the Company paid a $50 thousand upfront license fee. The Company is also obligated to pay earned royalties on net sales of products, including pass-through sales-based royalties on sublicensee sales, a sublicense consideration percentage for sublicenses executed on or before December 31, 2022, and annual minimum royalties per calendar year. These minimum royalties are first due within the Company’s fiscal year 2026 and are creditable against that year’s earned royalties. During the three months ended March 31, 2026, the Company paid $25 thousand in minimum royalties. Exclusive License Agreement with University of Colorado In June 2021, the Company entered into an exclusive license agreement with the Regents of the University of Colorado (the “Exclusive CU License Agreement”). Under the Exclusive CU License Agreement, the Company is granted an exclusive (subject to standard carve-outs), worldwide, sub-licensable license, in all fields, to make, have made, use, have used, offer for sale, sell, have sold and import products and services that would be covered by the patents listed in the Exclusive CU License Agreement. The Exclusive CU License Agreement provides the Company with exclusive rights to the listed patent portfolio in all fields, subject to (a) reserved rights for CU and other non-profit employers of the inventors and authors of the licensed patents and software and other research institutions to use the inventions for research, education, clinical and non-commercial purposes and (b) U.S. Government rights in federally funded intellectual property under the Bayh-Dole Act and other regulations. In consideration for the rights granted under the Exclusive CU License Agreement, the Company paid a $130 thousand license fee, and will pay annual license maintenance fees (creditable against royalties), a royalty on net sales of non-software products in the low single digits, with royalties on sales to the government fluctuating by a single digit percentage, depending on volume, a royalty on net sales of licensed software products in the mid-single digits and a sublicense revenue percentage share in the low double digits for sublicenses (with higher rates for sublicenses executed in the first or second year). Non-Exclusive License Agreement with the University of Colorado In February 2012, the Company entered into a non-exclusive license agreement with the Regents of the University of Colorado (the “Non-Exclusive CU License Agreement”), as amended. Under the Non-Exclusive CU License Agreement, the Company is granted a non-exclusive, worldwide license, in all fields to make, use, sell, offer for sale, lease and import products and processes that would infringe certain licensed patents co-owned with, or solely owned by, SRI International, Inc. listed in the Non-Exclusive CU License Agreement. The Non-Exclusive CU License Agreement also grants the Company to CU’s know how related to such patents. The license grant in the preceding sentence is exclusive as to CU’s interests in the patents listed in the Non-Exclusive CU License Agreement. The Non-Exclusive CU License Agreement is predicated on an inter-institutional agreement, pursuant to which the CU obtained the right to grant us the licenses under the Non-Exclusive CU License Agreement from SRI International, Inc. The Non-Exclusive CU License Agreement provides the Company rights to the listed patent portfolio subject to reserved rights for CU to the Company’s own research and education, SRI International’s rights to the patents and U.S. Government rights under the Bayh-Dole Act and other regulations. In consideration for the rights granted under the Non-Exclusive CU License Agreement, the Company will pay a royalty on net sales.

On January 25, 2024, the Company acquired 100% of the equity of Morton (the “Morton Acquisition”). Morton specialized in the development and manufacturing of advanced silicon photonics-based component and

sub-system

technologies. The acquisition date fair value purchase consideration of $3.9 million consisted of $2.6 million of cash, $0.4 million of common stock, $0.4 million of contingent consideration and $0.5 million of other payments and adjustments.

In May 2025, the Company amended the equity purchase agreement related to the Morton Acquisition. The amendment added new milestones that, if achieved, requires the Company to make the remaining contingent cash payments of approximately $0.2 million and results in the vesting of the remaining 569,444 outstanding shares of restricted common stock.

The contingent obligation is classified as a liability, initially measured at fair value upon assessment of the likelihood that the related milestones would be achieved and subsequently remeasured at fair value each reporting period, with changes recognized in earnings. Refer to Note 1 –

Summary of Operations and Significant Accounting Policies

(Fair Value Measurements) for information regarding the valuation methodology and inputs used in measuring the contingent obligation. In the fourth quarter of 2025, certain milestones were achieved, and the Company settled

$2.3 million of the contingent obligation, consisting of $0.1 million in cash payments and the vesting of 329,678 shares of restricted common stock with an estimated fair value of $2.2 million. During the three months ended March 31, 2026, a total of $0.6 million of selling, general and administrative expenses related to the contingent obligation was recognized in the condensed consolidated statement of operations and comprehensive loss based upon the change in the fair value of the unvested shares of Common Stock during the period. The remaining balance of the contingent obligation included in accrued liabilities on the condensed consolidated balance sheet was $2.4 million as of March 31, 2026.

In January 2024, the Company completed the SiNoptiq asset acquisition. The asset acquisition provides for contingent payments to the sellers of up to $1.5 million in cash and 512,092

restricted shares of Series B convertible redeemable preferred stock for achieving certain sales-and development-based milestones. The rights to these contingent payments expire on January 26, 2028. At the acquisition date, the Company assessed the likelihood of the contingencies to be met as not probable and does not expect this assessment to change. Additional information regarding the SiNoptiq asset acquisition and related contingent consideration is provided in Note 6 to the Company’s consolidated financial statements for the year ended December 31, 2025 included in the Current Report on Form 8-K/A that the Company filed with the SEC on March 31, 2026.

In the ordinary course of business, the Company enters into contractual arrangements under which it may agree to indemnify the counterparties from any losses incurred relating to breach of representation, failure to perform or claims and losses arising from certain events as outlined within the particular contract. The Company has also entered into indemnification agreements with certain of its officers and directors.

The Company’s maximum exposure under such indemnities is unknown and has not been estimated, as this would involve future claims that may be made against the Company that have not occurred. To date, the Company has not made any payments related to these indemnities and believes the risk of material obligations under these indemnities to be remote. Accordingly, the Company has not accrued any liabilities related to such indemnification obligations in the condensed consolidated financial statements.

From time to time, the Company may become involved in certain legal proceedings and claims incidental to the normal course of its business. As of March 31, 2026 and December 31, 2025, management is not aware of any pending or threatened litigation that could have a material impact on the condensed consolidated financial statements.

In October 2019, the Company entered into an exclusive license agreement with the Wisconsin Alumni Research Foundation (WARF) (the WARF License Agreement). Under the WARF License Agreement, the Company is granted an exclusive (subject to standard carve-outs), worldwide,

sub-licensable

license, in all fields, to make, have made, use, have used, offer for sale, sell, have sold and import products and services that would be covered by the patents listed in the WARF License Agreement. The WARF License Agreement provides the Company with exclusive rights to the listed patents, subject to certain WARF reservations.

In consideration for the rights granted under the WARF License Agreement, the Company paid a $50 thousand upfront license fee. The Company is also obligated to pay earned royalties on net sales of products, including pass-through sales-based royalties on sublicensee sales, a sublicense consideration percentage for sublicenses executed on or before December 31, 2022, and annual minimum royalties per calendar year. These minimum royalties are first due within the Company’s fiscal year 2026 and are creditable against that year’s earned royalties. During the three months ended March 31, 2026, the Company paid $25 thousand in minimum royalties.

In June 2021, the Company entered into an exclusive license agreement with the Regents of the University of Colorado (the “Exclusive CU License Agreement”). Under the Exclusive CU License Agreement, the Company is granted an exclusive (subject to standard carve-outs), worldwide,

sub-licensable

license, in all fields, to make, have made, use, have used, offer for sale, sell, have sold and import products and services that would be covered by the patents listed in the Exclusive CU License Agreement.

The Exclusive CU License Agreement provides the Company with exclusive rights to the listed patent portfolio in all fields, subject to (a) reserved rights for CU and other

non-profit

employers of the inventors and authors of the licensed patents and software and other research institutions to use the inventions for research, education, clinical and

non-commercial

purposes and (b) U.S. Government rights in federally funded intellectual property under the Bayh-Dole Act and other regulations.

In consideration for the rights granted under the Exclusive CU License Agreement, the Company paid a $130 thousand license fee, and will pay annual license maintenance fees (creditable against royalties), a royalty on net sales of

non-software

products in the low single digits, with royalties on sales to the government fluctuating by a single digit percentage, depending on volume, a royalty on net sales of licensed software products in the

mid-single

digits and a sublicense revenue percentage share in the low double digits for sublicenses (with higher rates for sublicenses executed in the first or second year).

In February 2012, the Company entered into a

non-exclusive

license agreement with the Regents of the University of Colorado (the

“Non-Exclusive

CU License Agreement”), as amended. Under the

Non-Exclusive

CU License Agreement, the Company is granted a

non-exclusive,

worldwide license, in all fields to make, use, sell, offer for sale, lease and import products and processes that would infringe certain licensed patents

co-owned

with, or solely owned by, SRI International, Inc. listed in the

Non-Exclusive

CU License Agreement. The

Non-Exclusive

CU License Agreement also grants the Company to CU’s know how related to such patents. The license grant in the preceding sentence is exclusive as to CU’s interests in the patents listed in the

Non-Exclusive

CU License Agreement. The

Non-Exclusive

CU License Agreement is predicated on an inter-institutional agreement, pursuant to which the CU obtained the right to grant us the licenses under the

Non-Exclusive

CU License Agreement from SRI International, Inc.

The

Non-Exclusive

CU License Agreement provides the Company rights to the listed patent portfolio subject to reserved rights for CU to the Company’s own research and education, SRI International’s rights to the patents and U.S. Government rights under the Bayh-Dole Act and other regulations. In consideration for the rights granted under the

Non-Exclusive

CU License Agreement, the Company will pay a royalty on net sales.