v3.26.1
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Leases
Company as a Lessee: Operating Lease Obligations
The Company currently leases office spaces and laboratory spaces located in Dallas, Texas and Alderley Park in the United Kingdom. During April 2025, the Company terminated its prior lease in Thousand Oaks, California. The Company’s leased facilities have original lease terms ranging from 2 to 5 years that in general require the Company to provide a security deposit. Certain leases provide the right for the Company to renew the lease upon the expiration of the initial lease term, and various leases have scheduled rent increases on an annual basis. The exercise of lease renewal options for the Company’s existing leases is at the Company’s sole discretion, and not included in the measurement of right-of-use asset or lease liability as they are not reasonably certain to be exercised.
The Company’s lease costs consisted of the following (in thousands):
Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Operating lease cost$144$396$323$818
Variable lease cost87463276628
Total lease cost$231$859$599$1,446
The following table summarizes cash flow information related to the Company’s lease obligations (in thousands):
Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Cash paid for operating lease liabilities$186 $398 $361 $815 
The following table summarizes the Company’s lease assets and liabilities (in thousands):
June 30, 2026
December 31, 2025
Operating lease right-of-use assets$2,149 $238 
Current operating lease liabilities$393 $372 
Non-current operating lease liabilities$1,835 $— 
The following table summarizes other supplemental information related to the Company’s lease obligations:
June 30, 2026
December 31, 2025
Weighted-average remaining lease term (in years)4.680.70
Weighted-average discount rate6.36 %6.75 %
The Alderley Park leases in the United Kingdom are set to expire in November 2026. On April 2nd, 2026 the Company extended its lease in Dallas to April 2031.
Future minimum lease payments under operating lease liabilities were (in thousands):
June 30, 2026
2026 (remaining six months)$329 
2027514 
2028527 
2029540 
2030553 
2031 and thereafter186 
Total future lease payments2,649 
Less: imputed interest421 
Total lease liability balance2,228 
Less: current portion of operating lease liabilities 393 
Total operating lease liabilities, non-current$1,835 
Current operating lease liabilities are recorded in the line item “accrued expenses and other current liabilities” in the condensed consolidated balance sheets.
Company as a Lessor: Tarzana Facility Lease with AstraZeneca
On July 10, 2024, Complex Therapeutics LLC, a wholly owned subsidiary of the Company, entered into a lease with AstraZeneca Pharmaceuticals LP pursuant to which Tenant is leasing the facility located in Tarzana, California (the “Lease”). The Lease has an initial term of approximately 15 years, beginning on July 10, 2024 and ending on July 31, 2039, with Tenant having two consecutive options to extend the term for a five-year period each and a one-time option to terminate the Lease on the tenth anniversary of the commencement of the Lease, which, if exercised, obligates Tenant to pay Complex Therapeutics LLC a termination fee. The initial base rent was approximately $0.6 million per month (approximately $7.5 million annually) and the base rent escalates by 3% per annum. Tenant is also required to pay certain operating expenses and tax expenses as additional rent. There was rent abatement during the first year of the Lease such that Tenant paid no rent or reduced rent during this period. Tenant also has a right of first offer to purchase the premises that are subject to the Lease.
The Lease is classified as an operating lease and revenue is recognized on a straight-line basis and is recorded within the condensed consolidated statements of operations and comprehensive loss in the line item “Other rental income” as this is not a part of the Company’s core operations. Rental income related to the Lease was as follows (in thousands):
Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Rental income related to fixed lease income$2,242 $2,242 $4,484 $4,484 
Approximate future straight-lined contractual lease income to be recognized under the Lease in effect as of June 30, 2026, is as follows (in thousands):
June 30, 2026
2026 (remaining six months)$4,484 
20278,968 
20288,968 
20298,968 
20308,968 
2031 and thereafter76,974 
Total$117,330 
Differences between rental income earned and amounts due per the Lease are capitalized or charged, as applicable, to accrued rent receivable. As of June 30, 2026 and December 31, 2025, the Company had accrued rent receivable of $8.3 million and $7.7 million, respectively.
Legal Proceedings
From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company does not expect that the resolution of these matters will have a material adverse effect on its financial position, results of operations or cash flows.
Indemnifications
The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. No liability associated with such indemnifications was recorded as of June 30, 2026 and December 31, 2025.
Other Commitments
In the normal course of business, the Company enters into contracts and various purchase agreements and commitments with third-party vendors for clinical research services, products and other services for operating purposes. These agreements generally provide for termination or cancellation at the Company’s option, other than for costs already incurred.
As of June 30, 2026 and December 31, 2025, the Company had $0.2 million in commitments for contract terminations as part of the Plan (see Note 14).
Commitments and Contingencies Commitments and Contingencies
Leases
Company as a Lessee: Operating Lease Obligations
The Company currently leases office spaces and laboratory spaces located in Dallas, Texas and Alderley Park in the United Kingdom. During April 2025, the Company terminated its prior lease in Thousand Oaks, California. The Company’s leased facilities have original lease terms ranging from 2 to 5 years that in general require the Company to provide a security deposit. Certain leases provide the right for the Company to renew the lease upon the expiration of the initial lease term, and various leases have scheduled rent increases on an annual basis. The exercise of lease renewal options for the Company’s existing leases is at the Company’s sole discretion, and not included in the measurement of right-of-use asset or lease liability as they are not reasonably certain to be exercised.
The Company’s lease costs consisted of the following (in thousands):
Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Operating lease cost$144$396$323$818
Variable lease cost87463276628
Total lease cost$231$859$599$1,446
The following table summarizes cash flow information related to the Company’s lease obligations (in thousands):
Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Cash paid for operating lease liabilities$186 $398 $361 $815 
The following table summarizes the Company’s lease assets and liabilities (in thousands):
June 30, 2026
December 31, 2025
Operating lease right-of-use assets$2,149 $238 
Current operating lease liabilities$393 $372 
Non-current operating lease liabilities$1,835 $— 
The following table summarizes other supplemental information related to the Company’s lease obligations:
June 30, 2026
December 31, 2025
Weighted-average remaining lease term (in years)4.680.70
Weighted-average discount rate6.36 %6.75 %
The Alderley Park leases in the United Kingdom are set to expire in November 2026. On April 2nd, 2026 the Company extended its lease in Dallas to April 2031.
Future minimum lease payments under operating lease liabilities were (in thousands):
June 30, 2026
2026 (remaining six months)$329 
2027514 
2028527 
2029540 
2030553 
2031 and thereafter186 
Total future lease payments2,649 
Less: imputed interest421 
Total lease liability balance2,228 
Less: current portion of operating lease liabilities 393 
Total operating lease liabilities, non-current$1,835 
Current operating lease liabilities are recorded in the line item “accrued expenses and other current liabilities” in the condensed consolidated balance sheets.
Company as a Lessor: Tarzana Facility Lease with AstraZeneca
On July 10, 2024, Complex Therapeutics LLC, a wholly owned subsidiary of the Company, entered into a lease with AstraZeneca Pharmaceuticals LP pursuant to which Tenant is leasing the facility located in Tarzana, California (the “Lease”). The Lease has an initial term of approximately 15 years, beginning on July 10, 2024 and ending on July 31, 2039, with Tenant having two consecutive options to extend the term for a five-year period each and a one-time option to terminate the Lease on the tenth anniversary of the commencement of the Lease, which, if exercised, obligates Tenant to pay Complex Therapeutics LLC a termination fee. The initial base rent was approximately $0.6 million per month (approximately $7.5 million annually) and the base rent escalates by 3% per annum. Tenant is also required to pay certain operating expenses and tax expenses as additional rent. There was rent abatement during the first year of the Lease such that Tenant paid no rent or reduced rent during this period. Tenant also has a right of first offer to purchase the premises that are subject to the Lease.
The Lease is classified as an operating lease and revenue is recognized on a straight-line basis and is recorded within the condensed consolidated statements of operations and comprehensive loss in the line item “Other rental income” as this is not a part of the Company’s core operations. Rental income related to the Lease was as follows (in thousands):
Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Rental income related to fixed lease income$2,242 $2,242 $4,484 $4,484 
Approximate future straight-lined contractual lease income to be recognized under the Lease in effect as of June 30, 2026, is as follows (in thousands):
June 30, 2026
2026 (remaining six months)$4,484 
20278,968 
20288,968 
20298,968 
20308,968 
2031 and thereafter76,974 
Total$117,330 
Differences between rental income earned and amounts due per the Lease are capitalized or charged, as applicable, to accrued rent receivable. As of June 30, 2026 and December 31, 2025, the Company had accrued rent receivable of $8.3 million and $7.7 million, respectively.
Legal Proceedings
From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made and that such expenditures can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company does not expect that the resolution of these matters will have a material adverse effect on its financial position, results of operations or cash flows.
Indemnifications
The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance coverage that reduces its exposure and enables the Company to recover a portion of any future amounts paid. No liability associated with such indemnifications was recorded as of June 30, 2026 and December 31, 2025.
Other Commitments
In the normal course of business, the Company enters into contracts and various purchase agreements and commitments with third-party vendors for clinical research services, products and other services for operating purposes. These agreements generally provide for termination or cancellation at the Company’s option, other than for costs already incurred.
As of June 30, 2026 and December 31, 2025, the Company had $0.2 million in commitments for contract terminations as part of the Plan (see Note 14).