| Schedule of Related Party Transactions |
The
following table presents the various significant related party transactions and investments in the Company for the periods presented
(in thousands):
Schedule
of Related Party Transactions
| Related Party | |
Description of investment or
transaction | |
June 30, 2026 | | |
December 31, 2025 | |
| Director F | |
Severance accrual(1) | |
$ | — | | |
$ | 195 | |
| Director F | |
Lease guaranty(2) | |
$ | 26 | | |
$ | 14 | |
| Director F and Director A | |
Warrant liability(3) | |
$ | 5 | | |
$ | 8 | |
| Officer G | |
Severance accrual(4) | |
$ | — | | |
$ | 65 | |
| Officer A | |
Severance accrual(5) | |
$ | — | | |
$ | 158 | |
| Company A related to Director G | |
Accounts payable and accrued expenses(6) | |
$ | — | | |
$ | 130 | |
| (1) |
On
April 22, 2025, the Company executed a General Release of Claims and Transition Agreement (“Release Agreement”) with
Mr. Camaisa, (Director F referenced above), and is obligated to pay Director F $0.5 million separation pay in the form of compensation
continuation over 12 months pursuant to the Company’s regular and customary payroll schedule, less all regular and customary
payroll withholdings and shall also be liable to pay Director F COBRA premiums for 12 months, commencing May 2025, of which $0.2
million was outstanding as of December 31, 2025. Director F shall also be entitled to receive transition and consulting
pay of $10,000 per month during the transition period. The agreement terminated on December 31, 2025, and $0.1 million was expensed
under the agreement. During the six months ended June 30, 2026, the balance was settled in full, and no amounts were outstanding
as of June 30, 2026. |
| |
|
| (2) |
In
October 2022, in order for the Company to secure and execute the San Diego Lease discussed in Note 11, Director F provided a personal
Guaranty of Lease of (the “Guaranty”) up to $0.9 million to the lessor for the Company’s future performance under
the San Diego Lease agreement. As consideration for the Guaranty, the Company agreed to pay Director F 10% of the Guaranty amount
for the first year of the San Diego Lease, and 5% per annum of the Guaranty amount thereafter through the life of the lease, with
all amounts accrued and payable at the termination of the San Diego Lease or release of Director F from the Guaranty by the lessor,
whichever occurs first. As of June 30, 2026 and December 31, 2025, the amounts shown in the table above represent the present value,
including accrued interest as of the period shown, of approximately $26,000 and $14,000, respectively. Payment is due to Director
F upon the release or termination of the Guaranty, which is included in operating lease right-of-use liability, current. The amount
due to Director F was partially settled in April 2025. |
| |
|
| (3) |
See
Note 8 for disclosures related to Warrants. |
| (4) |
On
August 8, 2025, the Company executed a General Release of Claims and Separation Agreement with Officer G, and is obligated to pay
to Officer G $0.1 million in relation to a negotiated bonus for the NNV1 and SNV1 IND approvals and $0.2 million severance pay in
the form of compensation continuation over six months pursuant to the Company’s regular and customary payroll schedule, less
all regular and customary payroll withholdings and shall pay Officer G’s COBRA premiums for six months, commencing August 2025.
During the six months ended June 30, 2026, the balance was settled in full, and no amounts were outstanding as of June 30, 2026. |
| |
|
| (5) |
On
September 17, 2025, the Company executed a General Release of Claims and Separation Agreement with Officer A, and is obligated to
pay to Officer A i) a bonus in the amount of $0.1 million, upon the successful and effective corporate spin-off, out-licensing, or
similar transaction relating to Nova Cell prior to October 31, 2025, and (ii) $0.2 million severance pay in the form of compensation
continuation over six months pursuant to the Company’s regular and customary payroll schedule, less all regular and customary
payroll withholdings and shall pay Officer A’s COBRA premiums for six months, commencing October 2025. As of December 31, 2025,
$0.2 million of severance pay and related benefits were included in related party accrued expenses and other liabilities. During
the six months ended June 30, 2026, the balance was settled in full, and no amounts were outstanding as of June 30, 2026. |
| (6) |
On
December 13, 2024, the Company executed a Master Services Agreement with Company A, related to Director G, to engage Company A for
contract research organization (“CRO”) services and other clinical development services. As part of the Master Services
Agreement, the Company is obligated to pay to Company A i) all reimbursable expenses and (ii) all undisputed invoiced amounts for
services. As of December 31, 2025, the Company accrued $0.1
million due to Company A, which is included in related party accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet. During the year ended December
31, 2025, the Company incurred $0.6
million in expenses related to services from Company A. No
expenses were incurred during the three and six months ended June 30, 2026. During the six months ended June 30, 2026, the balance
was settled in full, and no amounts were outstanding as of June 30, 2026. |
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