v3.26.1
Schedule of Related Party Transactions (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Director F [Member]    
Related Party Transaction [Line Items]    
Company A related to Director G $ 195
Related party transaction description [1] Severance accrual  
Director F One [Member]    
Related Party Transaction [Line Items]    
Company A related to Director G $ 26 14
Related party transaction description [2] Lease guaranty  
Director F and Director A [Member]    
Related Party Transaction [Line Items]    
Company A related to Director G $ 5 8
Related party transaction description [3] Warrant liability  
Officer G [Member]    
Related Party Transaction [Line Items]    
Company A related to Director G 65
Related party transaction description [4] Severance accrual  
Officer A [Member]    
Related Party Transaction [Line Items]    
Company A related to Director G 158
Related party transaction description [5] Severance accrual  
Company A related to Director G [Member]    
Related Party Transaction [Line Items]    
Company A related to Director G $ 130
Related party transaction description [6] Accounts payable and accrued expenses  
[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.