v3.26.3
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

22. Subsequent Events

 

Nasdaq Deficiency Notices

 

On August 21, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended June 30, 2026.

 

Manufacturing Collaboration with MuseCell Innovations Pte. Ltd.

 

On August 27, 2026, the Company announced a manufacturing collaboration with MuseCell Innovations Pte. Ltd. (“MCI”), a Singapore-based company that owns the Dezawa MuseCell® platform, to manufacture Dezawa MuseCells and related derivative products at the Company’s Florham Park, New Jersey facility. The collaboration contemplates an initial manufacturing program, following which the parties intend to explore an expanded manufacturing relationship. MCI has estimated that purchases under the initial program and potential future collaboration could exceed $300 million in the aggregate over five years. This estimate is non-binding, does not represent committed orders or Company revenue guidance, and depends on successful execution of the initial program, further agreements between the parties and future demand. There can be no assurance that an expanded relationship will be established or that purchases will occur in the estimated amount, within the anticipated timeframe or at all. The products contemplated by the collaboration have not been approved by the U.S. Food and Drug Administration.

 

Financing

 

On September 23, 2026, the Company entered into a Securities Purchase Agreement providing for the issuance of senior secured convertible notes and warrants for aggregate gross proceeds of up to approximately $25.0 million. On September 24, 2026, the Company completed the initial closing under the agreement, resulting in aggregate gross proceeds of $9.7 million. Net proceeds were $8.8 million after legal and advisory fees of $863. Additional proceeds are subject to the terms and conditions of the Securities Purchase Agreement.

 

June 2026 Promissory Note Default Notice

 

In a September 1, 2026 letter, the lender’s counsel asserted that an event of default had occurred, the applicable forbearance had expired and default interest at 18% per annum applied beginning August 5, 2026. The letter reserved the lender’s rights but did not demand immediate repayment of principal.

 

BioCellgraft, Inc. Default Notice

 

On July 28, 2026, the Company delivered a notice of default to BioCellgraft, Inc. relating to unpaid license fee installments of $250 each due on March 31 and June 30, 2026 under its December 1, 2025 license agreement. The Company suspended performance under the applicable agreements and engaged in discussions regarding a potential resolution.

 

Termination of Chief Commercial Officer

 

On August 5, 2026, the Company terminated the employment of Rick Gonzalez, our Chief Commercial Officer, effective immediately. On September 1, 2026, counsel for Mr. Gonzalez sent the Company a letter claiming compensation totaling $632 for alleged unpaid wages, bonuses and benefits arising from his employment and termination. Mr. Gonzalez’s employment terms were set forth in an offer letter, rather than an employment agreement. The Company is attempting to reach an amicable resolution.