v3.26.3
Subsequent Events
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On October 1, 2026, the Company completed its acquisition of BioCircuit Technologies, Inc. (“BioCircuit”), a Georgia corporation (the “BioCircuit Acquisition”). Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), Omega Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of the Company merged with and into BioCircuit, with BioCircuit surviving as a wholly owned subsidiary of the Company (the “Merger”). The base purchase price was $200,000 in cash, subject to adjustments for cash, indebtedness, transaction expenses and net working capital. At closing, $1,000 was withheld to satisfy any post-closing purchase price adjustments. In connection with the BioCircuit Acquisition, the Company incurred transaction expenses of $1,883 during the three months ended September 30, 2026, recorded in General and administrative expense on its Condensed Consolidated Statements of Operations. The Company estimates approximately $5,000 of additional transaction expenses during the three months ended December 31, 2026.

The BioCircuit Acquisition and related fees and expenses were funded by net proceeds from the September 2026 Offering of an aggregate of 5,646,500 shares of the Company’s common stock, $0.01 par value per share, at a public offering price of $42.50 per share completed on September 16, 2026. See Note 10 - Shareholders’ Equity for additional details regarding the September 2026 Offering.

As of the date of issuance of these Condensed Consolidated Financial Statements, the initial accounting for the BioCircuit Acquisition has not been completed.