v3.26.3
Subsequent Events
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events
25.
SUBSEQUENT EVENTS

Agreement and Pending Merger— On October 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mozart Parent, LLC (“Parent”) and Mozart Merger Sub (DE), Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

At the effective time of the Merger, each issued and outstanding share of the Company’s common stock, other than certain excluded shares specified in the Merger Agreement, will be converted into the right to receive $7.75 in cash, without interest and subject to applicable withholding taxes. The Company’s board of directors unanimously approved the Merger Agreement, with respect to all directors present, and resolved to recommend that the Company’s stockholders adopt the Merger Agreement.

The consummation of the Merger is subject to customary closing conditions, including adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of any law, injunction or order prohibiting the consummation of the Merger. The Merger is not subject to a financing condition and is expected to close in the first quarter of 2027. Upon completion of the Merger, the Company’s common stock will no longer be listed on The Nasdaq Stock Market LLC, and the Company will become a privately held company.