Subsequent events

3 Months Ended

Mar. 31, 2025

Subsequent Events [Abstract]

Subsequent events

Subsequent events

The Company has evaluated events subsequent to March 31, 2025 through the date of this filing to assess the need for potential recognition or disclosure.

Stock Purchase Agreement for PanTHERA Acquisition

On April 4, 2025, the Company entered into the PanTHERA Purchase Agreement for the purchase by the Company of all of the issued and outstanding shares of common stock of PanTHERA from the Sellers for an aggregate purchase price of $22.7 million, net of cash acquired, which included $10.0 million in cash, subject to any adjustments pursuant to the purchase price adjustment provision in the PanTHERA Purchase Agreement, 213,361 shares of our common stock, and an additional $7.2 million in earnout payments over the next three years contingent on the achievement of certain scientific and revenue milestones (the “PanTHERA Transaction”). Following the execution of the PanTHERA Purchase Agreement, the PanTHERA Transaction was consummated on April 4, 2025 (the “Closing Date”). The PanTHERA Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto.

The Company acquired PanTHERA's portfolio of molecules and other assets including certain technology under development. Management is in the process of determining the purchase price allocation and accounting treatment. The

preliminary purchase price allocation is subject to any subsequent valuation adjustments within the measurement period. Acquisition related costs before tax incurred thus far were $0.2 million.

Consent and Fourth Amendment to Loan and Security Agreement with Silicon Valley Bank

On April 4, 2025, the Company entered into a Consent and Fourth Amendment to Loan and Security Agreement (the “Fourth Amendment”), by and among Bank, the Company, SAVSU, SciSafe Parent, and Sexton. Pursuant to the Fourth Amendment and subject to the conditions set forth therein, Bank consented to the PanTHERA Transaction and the SciSafe Dissolution as required pursuant to the Loan Agreement. The Amendment also made certain other ministerial changes to the Loan Agreement, contains customary representations and warranties of the Company, SAVSU, SciSafe Parent, and Sexton and provides for a release of Bank by the Company, SAVSU, SciSafe Parent, and Sexton for any claims existing or arising through the date of the Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.