13. Commitments and Contingencies

Operating Lease- Lessee Arrangements

The Company has operating leases for corporate offices in the U.S. and U.K., and for manufacturing facilities in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The lease renewal options have not been included in the calculation of the lease liabilities and right-of-use (“ROU”) assets as the Company has not yet determined whether to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense.

On August 5, 2026, the Company entered into an 18-month agreement for dedicated laboratory and office space for Flaskworks in Somerville, Massachusetts (the “Lease”). The Lease commenced on August 10, 2026 and provides for monthly payments of $23,900, subject to a 5% increase after the first year. The Lease was accounted for as an operating lease under ASC 842. At commencement, the Company recognized an operating lease ROU asset and corresponding operating lease liability of approximately $0.4 million. The Company also paid a refundable advance fee of $23,900, which was recorded separately as a deposit and excluded from the measurement of the lease liability.

On August 31, 2026, the Company extended its office lease in the U.S for an additional 3 years under an amended agreement. Annual rent for the 1^st year is about $24,000 per month with no rent payment for the first eight months, about $25,000 per month for the 2^nd year, and about $26,000 per month for the 3^rd year. The Company recognized additional $0.6 million ROU asset and corresponding operating lease liability for its amended office lease in the U.S.

The Company’s prior office lease in the U.K. expired in July 2025. In January 2025, the Company entered into an agreement for a new office lease in the U.K. to begin in late May 2025 (the “2025 U.K. Office Lease”). An additional document, involving a reconstitution schedule, was required in order to complete the lease arrangement. However, the Company decided not to take the space and the parties did not reach agreement on the reconstitution schedule. The Company entered into a side letter with the landlord on July 30, 2025 to finalize the lease exit terms. The Company is required to pay $0.1 million each quarter for a maximum of 2.5 years. Payment will stop upon the property being leased to a new tenant. The Company recognized a contingent loss liability of $1.0 million related to the lease settlement. Upon the acquisition of Advent on October 24, 2025, an additional $0.8 million of contingent loss liability related to the 2025 U.K. Office Lease was recognized in the consolidation. The Company will recognize any remaining unpaid lease liability as a gain contingency upon the early exit of the lease liability. As of September 30, 2026, the Company had approximately $0.9 million contingent loss liability related to the 2025 U.K. Office Lease.

At September 30, 2026, the Company had operating lease liabilities of approximately $5.3 million and ROU assets of approximately $4.9 million for the manufacturing facility lease in Sawston, U.K., the current office lease in the U.S., and the laboratory lease in Somerville, Massachusetts, included in the condensed consolidated balance sheet.

The following summarizes quantitative information about the Company’s operating leases (amount in thousands):

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The Company recorded lease costs as a component of general and administrative expense during the nine months ended September 30, 2026 and 2025, respectively.

Maturities of our operating leases, excluding short-term leases and sublease agreement, are as follows:

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German Tax Matter

There has been no material update to the disclosure in our Form 10-K filed on April 15, 2026.

Other Contingent Payment Obligation

As of September 30, 2026, the Company had contingent payment obligations of $1.7 million, which are related to a gain contingency from non-dilutive funding agreements with various investors. These agreements are accounted for under ASC 470 and are recognized as contingent payment obligations on the Company’s condensed consolidated balance sheet. The Company’s payment obligations only apply when such are received by the Company.