Subsequent Events	9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]
Subsequent Events	7. Subsequent Events Merger Agreement with QOL Medical On November 3, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with QOL Medical, LLC, a Delaware limited liability company (“Parent”), and QOL-EOS Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock (“Shares”) for $11.00 in cash per share, subject to any applicable withholding taxes and without interest thereon (the “Offer Price”). If Shares representing more than 50% of the total number of all the outstanding Shares immediately prior to the expiration of the Offer have been validly tendered and not validly withdrawn in accordance with the terms of the Offer and the other conditions to consummation of the Offer have been satisfied, the Offer will be consummated, following which Merger Sub will be merged with and into the Company (the “Merger”) pursuant to Section 251(h) of the Delaware General Corporation Law (“DGCL”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger (the “Effective Time”), each Share that is issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by Parent, Merger Sub, the Company or any direct or indirect wholly owned subsidiary of Parent or Merger Sub, in each case, immediately prior to the Effective Time, (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) held by any stockholder who is entitled to demand and has properly and validly demanded their statutory right of appraisal of such Shares in compliance in all respects with Section 262 of the DGCL) will be cancelled and extinguished and automatically converted into the right to receive the Offer Price, without interest thereon and subject to any applicable withholding taxes pursuant to the Merger Agreement. As a result of the Merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. Each Company option that is outstanding as of immediately prior to the effective time of the Merger (“Effective Time”) will accelerate and become fully vested effective immediately prior to, and contingent upon the occurrence of, the Effective Time. Effective as of immediately prior to the Effective Time, each Company option that is outstanding and unexercised immediately prior thereto will automatically be canceled and terminated and converted into the right to receive from the Surviving Corporation an amount in cash (without interest), if any, equal to the product obtained by multiplying (i) the aggregate number of Shares underlying such Company option immediately prior to the Effective Time, by (ii) an amount equal to the Offer Price less the per share exercise price of such Company option, except that if the Offer Price is less than the per share exercise price of such Company option, such Company option will be canceled and terminated without any consideration payable therefor. At the Effective Time, each Company warrant that is outstanding and unexercised as of immediately prior to the Effective Time (excluding any Company warrant to the extent the holder thereof has elected a cashless exercise of such Company warrant) will cease to represent a right to acquire Shares. At or following the Effective Time, each holder of a Company warrant that has an exercise price less than the Offer Price will be entitled to receive cash in respect of each Share for which such Company warrant is exercisable immediately prior to the Effective Time in an amount equal to the product obtained by multiplying (i) the aggregate number of Shares underlying such Company warrant immediately prior to the Effective Time, by (ii) an amount equal to the Offer Price less the exercise price payable per Share under such Company warrant. Each holder of a Company warrant that has an exercise price equal to or greater than the Offer Price will not receive any consideration with respect to such Company warrant. Notwithstanding anything to the contrary set forth in the Merger Agreement, the foregoing will not apply to any holders of Company warrants who elect to receive the Black Scholes Value (as defined in the applicable Company warrants) in accordance with their Company warrants. Holders of Company warrants may exercise their right to receive such Black Scholes Value at any time concurrently or within 30 days following the closing of the Merger. The Merger Agreement also contains certain customary termination rights in favor of each of the Company and Parent, including the Company’s right, subject to certain limitations, to terminate the Merger Agreement in certain circumstances to accept a Superior Proposal and Parent’s right, subject to certain limitations, to terminate the Merger Agreement if the Board changes its recommendation that stockholders of the Company tender their Shares in the Offer (as further described in the Merger Agreement). In addition, either the Company or Parent may terminate the Merger Agreement if the Offer has not been consummated by May 3, 2026. Upon termination of the Merger Agreement under other specified circumstances, the Company will be required to pay Parent a termination fee of $1.5 million. The transaction is expected to close in the fourth quarter of 2025, subject to the terms of the Merger Agreement. Eversana Letter Agreement On October 29, 2025, the Company entered into a letter agreement with Eversana (the “Eversana Letter Agreement”), which was made in reference to the Eversana Agreement. The Eversana Letter Agreement provides, amongst other things, for payment to Eversana of $1.0 million of outstanding Cumulative Deferred Costs (as defined in the Eversana Agreement) and the outstanding principal and interest owed by the Company under the loan agreement dated January 21, 2020 between the parties, each, following a Change of Control of the Company (as defined in the Eversana Agreement) or expiration of the Eversana Agreement, and amendments to certain commercial terms relating to Eversana’s commercialization obligations. Amended and Restated Employment Agreements On November 3, 2025, concurrently with the signing of the Merger Agreement, each of Matthew J. D’Onofrio, Mark Kowieski, CPA, and Marilyn R. Carlson (each, an “Executive”) entered into an amended and restated employment agreement with the Company (the “A&R Employment Agreements”). The A&R Employment Agreements include implementation of the following changes: (i) provide that each Executive will receive his or her target annual bonus for 2025 if the Executive is terminated prior to the Company’s payment of such 2025 annual bonuses, (ii) add a provision addressing the treatment of parachute payments arising under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, and (3) update the form of release of claims attached to the A&R Employment Agreements.

Subsequent Events

9 Months Ended

Sep. 30, 2025

7. Subsequent Events

Merger Agreement with QOL Medical

On November 3, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with QOL Medical, LLC, a Delaware limited liability company (“Parent”), and QOL-EOS Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of the Company’s common stock (“Shares”) for $11.00 in cash per share, subject to any applicable withholding taxes and without interest thereon (the “Offer Price”).

If Shares representing more than 50% of the total number of all the outstanding Shares immediately prior to the expiration of the Offer have been validly tendered and not validly withdrawn in accordance with the terms of the Offer and the other conditions to consummation of the Offer have been satisfied, the Offer will be consummated, following which Merger Sub will be merged with and into the Company (the “Merger”) pursuant to Section 251(h) of the Delaware General Corporation Law (“DGCL”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation").

At the effective time of the Merger (the “Effective Time”), each Share that is issued and outstanding immediately prior to the Effective Time (other than Shares (i) owned by Parent, Merger Sub, the Company or any direct or indirect wholly owned subsidiary of Parent or Merger Sub, in each case, immediately prior to the Effective Time, (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) held by any stockholder who is entitled to demand and has properly and validly demanded their statutory right of appraisal of such Shares in compliance in all respects with Section 262 of the DGCL) will be cancelled and extinguished and automatically converted into the right to receive the Offer Price, without interest thereon and subject to any applicable withholding taxes pursuant to the Merger Agreement. As a result of the Merger, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent.

Each Company option that is outstanding as of immediately prior to the effective time of the Merger (“Effective Time”) will accelerate and become fully vested effective immediately prior to, and contingent upon the occurrence of, the Effective Time. Effective as of immediately prior to the Effective Time, each Company option that is outstanding and unexercised immediately prior thereto will automatically be canceled and terminated and converted into the right to receive from the Surviving Corporation an amount in cash (without interest), if any, equal to the product obtained by multiplying (i) the aggregate number of Shares underlying such Company option immediately prior to the Effective Time, by (ii) an amount equal to the Offer Price less the per share exercise price of such Company option, except that if the Offer Price is less than the per share exercise price of such Company option, such Company option will be canceled and terminated without any consideration payable therefor.

At the Effective Time, each Company warrant that is outstanding and unexercised as of immediately prior to the Effective Time (excluding any Company warrant to the extent the holder thereof has elected a cashless exercise of such Company warrant) will cease to represent a right to acquire Shares. At or following the Effective Time, each holder of a Company warrant that has an exercise price less than the Offer Price will be entitled to receive cash in respect of each Share for which such Company warrant is exercisable immediately prior to the Effective Time in an amount equal to the product obtained by multiplying (i) the aggregate number of Shares underlying such Company warrant immediately prior to the Effective Time, by (ii) an amount equal to the Offer Price less the exercise price payable per Share under such Company warrant. Each holder of a Company warrant that has an exercise price equal to or greater than the Offer Price will not receive any consideration with respect to such Company warrant. Notwithstanding anything to the contrary set forth in the Merger Agreement, the foregoing will not apply to any holders of Company warrants who elect to receive the Black Scholes Value (as defined in the applicable Company warrants) in accordance with their Company warrants. Holders of Company warrants may exercise their right to receive such Black Scholes Value at any time concurrently or within 30 days following the closing of the Merger.

The Merger Agreement also contains certain customary termination rights in favor of each of the Company and Parent, including the Company’s right, subject to certain limitations, to terminate the Merger Agreement in certain circumstances to accept a Superior Proposal and Parent’s right, subject to certain limitations, to terminate the Merger Agreement if the Board changes its recommendation that stockholders of the Company tender their Shares in the Offer (as further described in the Merger Agreement). In addition, either the Company or Parent may terminate the Merger Agreement if the Offer has not been consummated by May 3, 2026. Upon termination of the Merger Agreement under other specified circumstances, the Company will be required to pay Parent a termination fee of $1.5 million.

The transaction is expected to close in the fourth quarter of 2025, subject to the terms of the Merger Agreement.

Eversana Letter Agreement

On October 29, 2025, the Company entered into a letter agreement with Eversana (the “Eversana Letter Agreement”), which was made in reference to the Eversana Agreement. The Eversana Letter Agreement provides, amongst other things, for payment to Eversana of

$1.0 million of outstanding Cumulative Deferred Costs (as defined in the Eversana Agreement) and the outstanding principal and interest owed by the Company under the loan agreement dated January 21, 2020 between the parties, each, following a Change of Control of the Company (as defined in the Eversana Agreement) or expiration of the Eversana Agreement, and amendments to certain commercial terms relating to Eversana’s commercialization obligations.

Amended and Restated Employment Agreements

On November 3, 2025, concurrently with the signing of the Merger Agreement, each of Matthew J. D’Onofrio, Mark Kowieski, CPA, and Marilyn R. Carlson (each, an “Executive”) entered into an amended and restated employment agreement with the Company (the “A&R Employment Agreements”). The A&R Employment Agreements include implementation of the following changes: (i) provide that each Executive will receive his or her target annual bonus for 2025 if the Executive is terminated prior to the Company’s payment of such 2025 annual bonuses, (ii) add a provision addressing the treatment of parachute payments arising under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, and (3) update the form of release of claims attached to the A&R Employment Agreements.