Commitments and Contingencies	6 Months Ended
Jun. 30, 2026
Commitments and Contingencies
Commitments and Contingencies	14. Commitments and Contingencies Royalty Arrangements The Company has entered into royalty arrangements whereby the Company owes low- to mid-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies. These royalties are calculated as a percent of revenue or on a per component basis, depending on the arrangement. Royalty obligations are expensed when incurred or over the minimum royalty periods and have not been material. As a part of Repligen Purchase Agreement, the Company entered into a sublicense agreement with Repligen under which the Company granted a sublicense to certain Company rights to in-licensed technologies under the Company’s license agreement with UNC. Under the sublicense agreement, Repligen owes the Company low- to mid-single digit royalty percentages related to revenue that is derived pursuant to such licensed technologies, which are calculated as a percent of revenue and deemed not material. See Note 1, Nature of the Business and Basis of Presentation. 401(k) Savings Plan The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. During the three and six months ended June 30, 2026, the Company made $0.1 million and $0.3 million, respectively in contributions to the plan. During the three and six months ended June 30, 2025, the Company made $0.1 million and $0.3 million, respectively, in contributions to the plan. Contingent Consideration – Earnouts Earnouts from acquisition of RedWave Technology The Company was obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration to the Beneficial Sellers and certain other persons in connection with the acquisition of RedWave, based on the amount of revenue the Company generated from the sale of certain RedWave products and services during the two-year period from May 1, 2024 through April 30, 2026, including certain qualified bookings credit, as set forth in more detail in the RedWave Purchase Agreement. On July 8, 2026, 3,213,583 shares were issued in satisfaction of the Company’s obligations with respect to such contingent consideration pursuant to the RedWave Purchase Agreement. See Note 4, Fair Value Measurements. Earnouts from acquisition of NIRLAB Pursuant to the terms of the Share Purchase Agreement, dated as of May 4, 2026 (the “NIRLAB Purchase Agreement”), by and among the Company and Florentin Coppey, Pierre Esseiva, Matteo Delbrück, Parkview Invest AG, Matthieu Girod and NIRLab SA (the “Sellers”), the Company may be obligated to issue up to $8.0 million of its common stock (the “Earn-out Consideration”). The issuance of the Earn-out Consideration is contingent upon the satisfaction of certain performance milestones during the one-year period ending December 31, 2027, and the execution of specified long-term contracts during fiscal 2026 and 2027. See Note 4, Fair Value Measurements. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its executive officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2026. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

14. Commitments and Contingencies

Royalty Arrangements

The Company has entered into royalty arrangements whereby the Company owes low- to mid-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies. These royalties are calculated as a percent of revenue or on a per component basis, depending on the arrangement. Royalty obligations are expensed when incurred or over the minimum royalty periods and have not been material.

As a part of Repligen Purchase Agreement, the Company entered into a sublicense agreement with Repligen under which the Company granted a sublicense to certain Company rights to in-licensed technologies under the Company’s license agreement with UNC. Under the sublicense agreement, Repligen owes the Company low- to mid-single digit royalty percentages related to revenue that is derived pursuant to such licensed technologies, which are calculated as a percent of revenue and deemed not material. See Note 1, Nature of the Business and Basis of Presentation.

401(k) Savings Plan

The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. During the three and six months ended June 30, 2026, the Company made $0.1 million and $0.3 million, respectively in contributions to the plan. During the three and six months ended June 30, 2025, the Company made $0.1 million and $0.3 million, respectively, in contributions to the plan.

Contingent Consideration – Earnouts

Earnouts from acquisition of RedWave Technology

The Company was obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration to the Beneficial Sellers and certain other persons in connection with the acquisition of RedWave, based on the amount of revenue the Company generated from the sale of certain RedWave products and services during the two-year period from May 1, 2024 through April 30, 2026, including certain qualified bookings credit, as set forth in more detail in the RedWave Purchase Agreement.

On July 8, 2026, 3,213,583 shares were issued in satisfaction of the Company’s obligations with respect to such contingent consideration pursuant to the RedWave Purchase Agreement. See Note 4, Fair Value Measurements.

Earnouts from acquisition of NIRLAB

Pursuant to the terms of the Share Purchase Agreement, dated as of May 4, 2026 (the “NIRLAB Purchase Agreement”), by and among the Company and Florentin Coppey, Pierre Esseiva, Matteo Delbrück, Parkview Invest AG, Matthieu Girod and

NIRLab SA (the “Sellers”), the Company may be obligated to issue up to $8.0 million of its common stock (the “Earn-out Consideration”). The issuance of the Earn-out Consideration is contingent upon the satisfaction of certain performance milestones during the one-year period ending December 31, 2027, and the execution of specified long-term contracts during fiscal 2026 and 2027. See Note 4, Fair Value Measurements.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its executive officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2026.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.