Subsequent events	6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]
Subsequent events	Subsequent events The Company has evaluated events subsequent to June 30, 2026 through the date of this filing to assess the need for potential recognition or disclosure. Repligen Merger Agreement On July 21, 2026, the Company entered into the Merger Agreement by and among, the Company, Repligen, Merger Sub 1, and Merger Sub 2, pursuant to which Repligen will acquire, subject to the satisfaction or waiver of the conditions contained in the Merger Agreement, all of the outstanding shares of Common Stock, for $11.25 cash and 0.1442 shares of Repligen’s common stock, on a per share basis. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub 1 will be merged with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct, wholly owned subsidiary of Repligen (the “Surviving Company”), and immediately following the First Merger, the Surviving Company will be merged with and into Merger Sub 2 (the “Second Merger,” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Repligen. As a result of the Mergers, we will cease to be a publicly traded company. The Company, Repligen, Merger Sub 1 and Merger Sub 2 each made certain customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants by (i) the Company to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by Repligen in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, and (ii) Repligen to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by the Company in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, in each case, during the period between the execution of the Merger Agreement and consummation of the Mergers, subject to earlier termination of the Merger Agreement. The parties to the Merger Agreement also agreed to use reasonable best efforts to cause the conditions of the Mergers to be satisfied and to consummate the Mergers. The Company does not believe these restrictions will prevent meeting the Company's ongoing costs of operations, working capital needs, or capital expenditure requirements. The consummation of the Mergers is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon (the “Stockholder Approval”) at a duly held meeting of the stockholders of the Company (the “Stockholders’ Meeting”); (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Mergers (the “Restraint Condition”); (iii) the shares of Repligen common stock to be issued in the First Merger being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of consents required under antitrust laws of specified jurisdictions (the “Antitrust Condition”); (v) the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form S-4 to be filed by Repligen, which will contain the proxy statement/prospectus of the parties in connection with the Mergers; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of the Company and Repligen contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of the Company and Repligen. The Merger Agreement also provides that the Company is prohibited from initiating, soliciting, proposing, knowingly encouraging, or knowingly facilitating any competing transaction proposals from third parties or to engage in discussions or negotiations with third parties regarding any competing transaction proposals, subject to certain exceptions; however, the Company’s board of directors may change its recommendation of the Merger Agreement to its stockholders for adoption and approval in response to an unsolicited superior proposal or an intervening event if the Company’s board of directors determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law (a “Board Recommendation Change”). The Merger Agreement also provides for certain termination rights for both Repligen and the Company, including, among others, (i) the right of either party to terminate the Merger Agreement if the Mergers have not been consummated prior to 5:00 p.m. New York time on January 31, 2027 (the “Outside Date”) (which date is subject to automatically extend by 180 days if the Antitrust Condition or the Restraint Condition (solely with respect to the HSR Act or other antitrust laws) is the only condition outstanding, or by 90 days if the SEC has not declared effective under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement on or before November 30, 2026), (ii) the right for Repligen to terminate if, prior to receipt of the Stockholder Approval, the Company’s board of directors makes a Board Recommendation Change, (iii) by either party in the event that the Stockholder Approval is not obtained at the Stockholders’ Meeting, and (iv) by the Company if, prior to receipt of the Stockholder Approval, the Company’s board of directors approves entry into a definitive agreement for an unsolicited superior proposal. Upon termination of the Merger Agreement under certain specified circumstances, including the termination of the Merger Agreement by (x) Repligen if the Company’s board of directors makes a Board Recommendation Change, (y) the Company in order for the Company to enter into definitive agreement for an unsolicited superior proposal or (z) (I) either party for failure to obtain the Stockholder Approval and a competing transaction proposal was publicly announced and not withdrawn five business days prior to the Stockholders’ Meeting, or (II) the Company terminates on account of the Outside Date if Repligen would have been permitted to terminate for the Company’s breach or Repligen terminates due to a breach by the Company and, prior to either termination set forth in this clause (II), a competing transaction proposal has been communicated to the Company’s board of directors and not withdrawn five business days prior to such termination and, following a termination set forth in clause (I) or (II), within 12 months of the termination date, the Company enters into a definitive agreement for, or consummates, a competing transaction proposal, the Company may be required to pay Repligen a termination fee of $59.0 million. The Merger is expected to close in the fourth quarter of 2026, subject to customary regulatory approvals and closing conditions, including those described above. For additional information related to the Merger Agreement, please refer to the Current Report on Form 8-K filed with the SEC on July 22, 2026. Convertible Promissory Note On July 1, 2026, the Company’s investment in the convertible promissory note and the accrued interest, was converted into preferred shares of the unrelated third-party company. The fair value of the preferred shares received upon conversion as of July 1, 2026 approximated the fair value of the convertible promissory note as of June 30, 2026.

Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub 1 will be merged with and into the Company (the “First Merger”), with the Company surviving the First Merger as a direct, wholly owned subsidiary of Repligen (the “Surviving Company”), and immediately following the First Merger, the Surviving Company will be merged with and into Merger Sub 2 (the “Second Merger,” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Repligen. As a result of the Mergers, we will cease to be a publicly traded company.

The Company, Repligen, Merger Sub 1 and Merger Sub 2 each made certain customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants by (i) the Company to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by Repligen in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, and (ii) Repligen to use reasonable efforts to conduct its business in the ordinary course consistent with past practice, including by using reasonable efforts to preserve substantially intact its present business organization and material assets, and, except as otherwise consented to by the Company in writing and subject to other exceptions, to refrain from taking certain actions specified in the Merger Agreement, in each case, during the period between the execution of the Merger Agreement and consummation of the Mergers, subject to earlier termination of the Merger Agreement. The parties to the Merger Agreement also agreed to use reasonable best efforts to cause the conditions of the Mergers to be satisfied and to consummate the Mergers. The Company does not believe these restrictions will prevent meeting the Company's ongoing costs of operations, working capital needs, or capital expenditure requirements.

The consummation of the Mergers is subject to customary closing conditions, including (among others) (i) the adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon (the “Stockholder Approval”) at a duly held meeting of the stockholders of the Company (the “Stockholders’ Meeting”); (ii) the absence of any adverse law or order that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Mergers (the “Restraint Condition”); (iii) the shares of Repligen common stock to be issued in the First Merger being approved for listing on The Nasdaq Stock Market; (iv) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of consents required under antitrust laws of specified jurisdictions (the “Antitrust Condition”); (v) the U.S. Securities and Exchange Commission (the “SEC”) having declared effective the Registration Statement on Form S-4 to be filed by Repligen, which will contain the proxy statement/prospectus of the parties in connection with the Mergers; (vi) subject to certain materiality exceptions, the accuracy of certain representations and warranties of each of the Company and Repligen contained in the Merger Agreement and the compliance by each party with the covenants contained in the Merger Agreement; and (vii) the absence of a continuing material adverse effect with respect to each of the Company and Repligen.

The Merger Agreement also provides that the Company is prohibited from initiating, soliciting, proposing, knowingly encouraging, or knowingly facilitating any competing transaction proposals from third parties or to engage in discussions or negotiations with third parties regarding any competing transaction proposals, subject to certain exceptions; however, the Company’s board of directors may change its recommendation of the Merger Agreement to its stockholders for adoption and approval in response to an unsolicited superior proposal or an intervening event if the Company’s board of directors determines in good faith that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable law (a “Board Recommendation Change”).

5:00 p.m. New York time on January 31, 2027 (the “Outside Date”) (which date is subject to automatically extend by 180 days if the Antitrust Condition or the Restraint Condition (solely with respect to the HSR Act or other antitrust laws) is the only condition outstanding, or by 90 days if the SEC has not declared effective under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement on or before November 30, 2026), (ii) the right for Repligen to terminate if, prior to receipt of the Stockholder Approval, the Company’s board of directors makes a Board Recommendation Change, (iii) by either party in the event that the Stockholder Approval is not obtained at the Stockholders’ Meeting, and (iv) by the Company if, prior to receipt of the Stockholder Approval, the Company’s board of directors approves entry into a definitive agreement for an unsolicited superior proposal. Upon termination of the Merger Agreement under certain specified circumstances, including the termination of the Merger Agreement by (x) Repligen if the Company’s board of directors makes a Board Recommendation Change, (y) the Company in order for the Company to enter into definitive agreement for an unsolicited superior proposal or (z) (I) either party for failure to obtain the Stockholder Approval and a competing transaction proposal was publicly announced and not withdrawn five business days prior to the Stockholders’ Meeting, or (II) the Company terminates on account of the Outside Date if Repligen would have been permitted to terminate for the Company’s breach or Repligen terminates due to a breach by the Company and, prior to either termination set forth in this clause (II), a competing transaction proposal has been communicated to the Company’s board of directors and not withdrawn five business days prior to such termination and, following a termination set forth in clause (I) or (II), within 12 months of the termination date, the Company enters into a definitive agreement for, or consummates, a competing transaction proposal, the Company may be required to pay Repligen a termination fee of $59.0 million.