Note 6 — Commitments and Contingencies

Operating Lease Obligations

On January 27, 2026, the Company executed a 15 month lease agreement for its office and lab facilities for a total consideration of $0.3 million to be paid over the lease term. The incremental borrowing rate estimated at the lease commencement date was determined to be 11.45%. The lease terminates at the end of February 2027. Concurrently, the Company executed sublease agreements with sublessees for a six month period for a portion of the leased space.

For the three months ended June 30, 2026, operating lease expense and sublease income was $0.1 million and $0.1 million, respectively. For the six months ended June 30, 2026, operating lease expense and sublease income was $0.2 million and $0.1 million, respectively. Variable lease and short-term lease expenses for the same periods were not material. Sublease income was recorded in other income on the condensed consolidated statements of operations.

For the three and six months ended June 30, 2025, operating lease expense was $0.2 million and $0.3 million, respectively. Variable lease and short-term lease expenses for the same periods were $0.1 million.

As of June 30, 2026, the operating lease right-of-use asset of $0.1 million was recognized within right-of-use asset on the Company’s condensed consolidated balance sheets. As of June 30, 2026, the operating lease liability of $0.1 million is recognized within accrued expenses and other current liabilities on the Company’s condensed consolidated balance sheets.

Contingencies and Indemnifications

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.

Under an advisory agreement with The Benchmark Company, LLC, the Company may be required to pay up to an additional $0.3 million in advisory fees. As of the balance sheet date, this amount represents a contingent commitment that has not been recorded as a liability, as the amount payable is currently not estimable, as it may be reduced by future services performed under the agreement.

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims; however, the Company may record charges in the future as a result of these indemnification obligations.

In December 2025, the Company received a Notice of Entry of Judgment in connection with litigation brought by a vendor with claims for breach of contract, which was ruled in favor of the vendor. As of June 30, 2026 and December 31, 2025, the Company had accrued approximately $0.1 million related to the matter.

In February 2026, the Company received a demand letter from counsel for a former employee for unpaid wages of approximately $0.2 million, including statutory penalties, and the amount has been accrued as of June 30, 2026 and December 31, 2025. The letter demands payment and states that litigation may be initiated if the matter is not resolved.

Mayo Clinic License Agreement

On February 11, 2026, the Company entered into a know-how license agreement (the “License Agreement”), with Mayo Foundation for Medical Education and Research (“Mayo”). Pursuant to the License Agreement, Mayo granted the Company an exclusive, worldwide license, with the right to sublicense, under certain patent rights that may arise during the term of the License Agreement, and a non-exclusive, worldwide license, with the right to sublicense, to certain know-how, in each case in the fields of continuous oxygen measurement and critical limb-threatening ischemia. Mayo retains certain customary reserved rights, including rights related to educational, research and clinical programs.

Under the License Agreement, beginning with the first commercial sale of a licensed product, the Company is required to pay Mayo earned royalties on net sales of licensed products. The applicable royalty rates vary based on the licensed field and the type of intellectual property coverage applicable to the licensed product. The Company is also obligated to make nonrefundable milestone payments to Mayo upon the first achievement of specified commercial, regulatory and clinical events for each licensed product and to pay Mayo a percentage of certain sublicense income received by the Company. As of June 30, 2026, no commercial sales, milestone events or sublicense income had occurred under the License Agreement, and no amounts were due to Mayo.

The License Agreement contains customary provisions regarding diligence, confidentiality, use of name, representations and warranties, disclaimers, indemnification, insurance, compliance with applicable laws and termination rights. Unless earlier terminated, the License Agreement expires upon the later of the expiration of the last-to-expire licensed foreground patent right or the fifteenth anniversary of the first commercial sale of the last launched licensed product. Upon expiration of the Company’s obligation to pay earned royalties, and subject to the Company’s compliance with its obligations, the Company will have a fully paid-up license.

Asset Purchase Agreement

On April 1, 2026, the Company entered into a Letter of Intent (“LOI”) with Bio Insights LLC for the proposed acquisition of Bio Insight LLC’s PanOmics Assay. On April 21, 2026, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Bio Insights LLC (“Seller”), pursuant to which the Company agreed to acquire substantially all of the know-how assets related to Seller’s PanOmics Assay, an integrated NGS multi-omics analysis platform used in drug discovery and precision medicine (the “Purchased Assets”). The Purchased Assets include proprietary methodologies, data, processes, algorithms, software, databases, and related goodwill, but exclude patent rights and biological samples (which remain with Seller, subject to an exclusive sample access license granted to the Company).

The aggregate purchase price is $30,000,000, payable through issuance of Series A Convertible Preferred Stock (the “Preferred Stock”), convertible into common stock one year following issuance based on the closing trading price of the Company’s common stock on the date preceding closing. Issuance of the Preferred Stock and underlying conversion shares (collectively, the “Securities”) is subject to stockholder approval as required by Nasdaq Listing Rules 5635(a) and 5635(d). The Securities are subject to a five-year lock-up, with one-fourth released annually beginning on the first anniversary of issuance. Seller is also entitled to receive a royalty equal to 3% of net revenue from commercialization of the PanOmics Assay. The Asset Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions, including a five-year non-compete, 24-month transition assistance, and a voting agreement. The closing is subject to customary conditions, and either party may terminate if the closing has not occurred on or before September 30, 2026. As of June 30, 2026, the closing has not yet occurred and it continues to be subject to customary conditions.