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iovera° DIVESTITURE
9 Months Ended
Sep. 30, 2026
Discontinued Operations and Disposal Groups [Abstract]  
iovera° DIVESTITURE iovera° DIVESTITURE
In June 2026, the Company and its wholly-owned subsidiary Pacira CryoTech, Inc. (“Pacira CryoTech”) entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Zimmer. Pursuant to the Purchase Agreement, the Company agreed to divest to Zimmer (i) all of the issued and outstanding capital stock of Pacira CryoTech and (ii) certain assets and liabilities of the Company and certain of its subsidiaries relating to the Company’s handheld cryoanalgesia devices and related products—including iovera° (the “Divestiture”)—for up to $140.0 million, including an upfront payment of $70.0 million, subject to customary adjustments for cash, accounts receivable, indebtedness, transaction expenses and inventory.
In June 2026, the iovera° assets and liabilities included in the Purchase Agreement were reclassified to assets and liabilities held for sale due to meeting the required held for sale criteria. The Company determined that the held for sale disposal group was not impaired because the fair value less the cost to sell the disposal group exceeded its carrying value.
The Purchase Agreement provides for potential contingent consideration of up to an additional $70.0 million in the aggregate, payable upon the achievement of the following revenue-based milestones (in each case, excluding any net revenue previously applied towards the achievement of any other milestone threshold) up to and through the period ending December 31, 2031:
•If net revenue from sales of iovera° during any of the five (5) calendar year periods commencing on January 1, 2027 through December 31, 2031 (each an “Applicable Milestone Period”) equals or exceeds $50.0 million, the Company will receive $18.5 million.
•If net revenue from sales of iovera° during any Applicable Milestone Period equals or exceeds $60.0 million, the Company will receive $23.5 million.
•If net revenue from sales of iovera° during any Applicable Milestone Period equals or exceeds $70.0 million, the Company will receive $28.0 million.
•If net revenue from sales of iovera° during any single year equals or exceeds the sum of any two or more milestones, then the highest applicable milestone payment shall be paid with respect to such year.
The Company determined that execution of the Purchase Agreement did not qualify as discontinued operations since it did not have a major effect on the Company’s operations and financial results.
The Divestiture was completed on July 31, 2026. The Company received cash of $73.6 million, after customary purchase price adjustments. In October 2026, the Company received an additional $1.0 million that was held in escrow at the time of the Divestiture, which was included within other current assets on its condensed consolidated balance sheet as of September 30, 2026. $3.2 million of the upfront cash received was recorded as deferred revenue as part of a Zimmer Development Agreement (defined herein). The $70.0 million of additional contingent milestones will be recognized in the period if and when they are each earned. In both the three and nine months ended September 30, 2026, the Company recognized a $6.6 million gain on divestiture on its condensed consolidated statement of operations, resulting from the cash received in July 2026 from Zimmer in consideration for divesting the net assets of iovera° less the carrying value of the transferred assets. $67.5 million ($53.3 million of intangible assets, $10.0 million of inventory, $3.5 million of accounts receivable and $0.7 million of fixed assets) and $2.8 million of assets and liabilities held for sale, respectively, were derecognized upon the closing of the Divestiture in July 2026. Lastly, as part of the Divestiture, there were $2.2 million of transaction bonuses payable to certain employees of the Company that were hired by Zimmer at close that the Company recorded as an expense in both the three and nine months ended September 30, 2026, which will be paid by Zimmer. This charge was recorded across cost of service, selling, general and administrative and research and development in the condensed consolidated statement of operations.
Upon the close of the Divestiture on July 31, 2026, the Company entered into a transitional services arrangement, pursuant to which the Company will provide recordkeeping, manufacturer of record and other services; a development and commercialization agreement, pursuant to which both parties intend to continue the label expansion of iovera° in the field of spasticity through United States Food and Drug Administration, or FDA, approval and completion of the remaining iovera° Investigator Initiated Trial, or IIT, contracts that the Company had previously entered into (the “Zimmer Development Agreement”); and a sublease agreement, all of which are expected to operate through 2028. For additional information on the sublease agreement, see Note 7, Leases.