v3.26.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2026
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 6 — Commitments and Contingencies

 

Operating Lease Obligations

 

On January 27, 2026, the Company executed a 14 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, which had ended as of September 30, 2026.

 

For the three months ended September 30, 2026, operating lease expense and sublease income was immaterial. For the nine months ended September 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 nine months ended September 30, 2025, operating lease expense was $0.1 million and $0.2 million, respectively. Variable lease and short-term lease expenses for the three and nine months ended September 30, 2025, was $0.1 million and $0.2 million, respectively.

 

As of September 30, 2026, the operating lease right-of-use asset was not material and is recognized within right-of-use asset on the Company’s condensed consolidated balance sheets. As of September 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.

 

In July 2026, the Company’s Board of Directors approved $2.6 million in bonuses for the signing of the Option Agreement, of which a portion was paid in shares of the Company’s Series A Non-Voting Convertible Preferred Stock as of September 30, 2026. Amounts payable to management was approximately $2.4 million, $0.4 million payable in cash and $2.0 million payable in shares of the Company’s capital stock. The management bonus is subject to shareholder approval, and has not been accrued for as of September 30, 2026. In addition, under an advisory agreement with their financial advisor, the Company is required to pay $0.6 million in cash and up to $3.1 million in shares of the Company’s Series A Non-Voting Convertible Preferred Stock at closing of the acquisition of G3. See Note 7 for further detail on the Option Agreement and the potential acquisition of G3.

 

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 September 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 September 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 September 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 21, 2026, the Company entered into an Asset Purchase Agreement, as amended on May 22, 2026 (the “APA”), with Bio Insights LLC (“Bio Insights”) to acquire the know-how assets of its PanOmics Assay, an NGS multi-omics analysis platform, for $30.0 million payable in Series A Convertible Preferred Stock, plus a royalty of 3% of net revenue from the assay. The assets exclude patents and biological samples. Stockholder approval for the transaction was obtained on June 23, 2026. As of September 30, 2026, the transaction has not closed.

 

Reduction in Force

 

During the three months ended September 30, 2026, the Company implemented cost reduction measures to preserve liquidity and reduce operating expenses, including a reduction in force that reduced the Company’s workforce from 11 employees to 5 employees. The reduction in force was substantially completed during the three months ended September 30, 2026. As of September 30, 2026, the Company does not expect remaining costs associated with the reduction in force to be material. In connection with these restructuring measures, the Company issued shares of Series A Non-Voting Convertible Preferred Stock to settle certain debts, including annual employee bonuses. See Note 8 for further details.