v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 16 - Subsequent Events

On January 21, 2026, BioStem Technologies, Inc. (the "Purchaser") entered into an Asset Purchase Agreement (the "Agreement") between BioStem Technologies, Inc. and its subsidiaries BioTissue Holdings Inc. and BioTissue Surgical Inc. (collectively, the "Sellers"), pursuant to which the Purchaser is obligated to pay the Sellers a clearance payment (the "Clearance Payment") upon receipt of FDA 510(k) clearance for the Catalyze Product. As detailed in Note 3, the FDA 510(k) clearance was obtained on June 5, 2026, and the Purchaser recorded a liability of $10,000,000 as of June 30, 2026, representing the full Clearance Payment obligation.

On July 15, 2026, the Purchaser and the Sellers executed Amendment No. 1 to the Agreement (the "Amendment"), which extended the deadline for payment of the Clearance Payment to August 13, 2026 (subject to further extension as described below). In connection with the Amendment, on July 6, 2026, the Purchaser paid the Sellers $500,000, of which $250,000 was consideration for the extension and $250,000 was an advance against the Clearance Payment. The advance will reduce the Clearance Payment liability if the remaining balance is paid by August 13, 2026 (or by September 15, 2026, if the additional payment described below is timely made); otherwise, it will be treated as additional extension consideration and/or damages.

The Amendment further provides that if the Clearance Payment is not received by August 13, 2026, the Purchaser must pay an additional $500,000, similarly allocated between a further extension fee and an advance against the Clearance Payment, extending the deadline to August 31, 2026. If the Clearance Payment is not paid by September 15, 2026, the Purchaser will forfeit all amounts paid under these provisions (which will be credited against any indemnifiable losses owed to the Sellers under the Agreement), and the full Clearance Payment will become immediately due and payable.

The Company is evaluating the impact of the Amendment on its financial statements for the period ending September 30, 2026, and expects to satisfy the Clearance Payment obligation within the extended deadlines described above.

The Company has evaluated subsequent events through the date the financial statements were issued and determined that no additional events require disclosure.