Guarantees and Indemnifications

As permitted under Delaware law, the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. Through June 30, 2026, the Company had not incurred any material losses related to these indemnification obligations. Although claims for indemnification may arise in the ordinary course of business, the Company does not expect any such claims to have a material adverse effect on the consolidated financial statements. Accordingly, the Company concluded that the fair value of these obligations is negligible, and no related reserves have been established.

In-License Agreements

MEEI Agreement

The Company assumed an Exclusive License Agreement with Massachusetts Eye and Ear Infirmary (MEEI), originally entered into in July 2016 between MEEI and Helio, as amended, (the MEEI Agreement), in connection with the 2019 acquisition of Helio. Pursuant to the MEEI Agreement, the Company obtained an exclusive worldwide license from MEEI to develop and commercialize ADX‑2191 under certain patents, patent applications, and other licenses to intellectual property rights licensed by MEEI (the MEEI Patent Rights).

Under the MEEI Agreement, the Company is obligated to pay annual license maintenance fees; certain development, regulatory, and commercial milestone payments upon the achievement of specified events; royalties on net sales of products incorporating the MEEI Patent Rights; and a portion of certain sublicense revenue. The MEEI Agreement remains in effect until the expiration of the last patent licensed under the MEEI Agreement, unless earlier terminated in accordance with the MEEI Agreement. Upon an early termination of the MEEI Agreement, the licensed rights and related intellectual property developed under the MEEI Agreement revert to MEEI.

Other In-License Agreements

Additionally, the Company has other in-license agreements with third parties that require the Company to make future development, regulatory and commercial milestone payments, as well as royalty payments on net sales of specified products, if and when such milestones are achieved or sales occur. As of June 30, 2026, none of the related milestones had been achieved and no royalties were due. The amount and timing of any future payments are uncertain and depend on the successful development and commercialization of the related products.

Legal Proceedings

On March 30, 2026, a purported stockholder filed a putative class action lawsuit (the Securities Class Action) in the U.S. District Court for the District of Massachusetts, against us and certain current and former officers. The lawsuit alleges violations by the defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. The plaintiff alleges that the defendants made false or misleading statements or failed to disclose certain information concerning the new drug application (NDA) for and the prospects of reproxalap for the treatment of dry eye disease. The lawsuit seeks, among other things, compensatory damages on behalf of all persons and entities that purchased or otherwise acquired our securities between November 3, 2023, and March 16, 2026, as well as attorneys’ fees and costs. At this time, we cannot reasonably predict the outcome or estimate potential losses, if any, that could result from this matter.

In addition, from time to time, the Company may become subject to litigation and claims arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings that we expect to have any material adverse effect on our business, financial condition, or results of operation.