Subsequent events

9 Months Ended

Sep. 30, 2025

Subsequent Events [Abstract]

Subsequent events

Subsequent events

The Company has evaluated events subsequent to September 30, 2025 through the date of this filing to assess the need for potential recognition or disclosure.

Limited Liability Membership Interest Purchase Agreement for SAVSU Divestiture

On October 6, 2025, the Company entered into the SAVSU Purchase Agreement, by and among the Company and the SAVSU Buyer for the sale by the Company of all of the SAVSU Interests to SAVSU Buyer for an aggregate purchase price of $25.5 million (subject to adjustment as set forth in the Purchase Agreement) (the “SAVSU Transaction”). Following the execution of the SAVSU Purchase Agreement, the SAVSU Transaction was consummated on October 6, 2025. The Company has not yet finalized its accounting for the transaction. The Company anticipates the divestiture to qualify and be presented as discontinued operations in its Annual Report on Form 10-K for the year ended December 31, 2025.

In addition, upon the closing of the SAVSU Transaction, the Company and SAVSU Buyer entered into a transition services agreement, pursuant to which the Company will provide certain transition services, including payroll processing, bookkeeping and tax administration services, and information technology maintenance, among other administrative services, to SAVSU through the end of the Company's fiscal year on December 31, 2025.

Consent to Loan and Security Agreement with Silicon Valley Bank

On October 6, 2025, the Company entered into the Sixth Amendment, by and among the Bank, the Company, SAVSU, Sexton and PanTHERA (collectively, the “Sixth Amendment Borrower”). Pursuant to the Sixth Amendment and subject to the conditions set forth therein, the Bank consented to the purchase of the convertible promissory note from the iPSC developer and the SAVSU Transaction as required by the Loan Agreement and released its security interests in the assets of SAVSU and the outstanding membership interests of SAVSU arising under the Loan Agreement. The Sixth Amendment contains customary representations and warranties of the Sixth Amendment Borrower and provides for a release of the Bank by the Sixth Amendment Borrower for any claims existing or arising through the date of the Sixth Amendment, including, without limitation, those arising out of or in any manner connected with or related to the Loan Agreement.