Acquisition

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisition

Acquisition

In November 2020, the Company invested approximately $1.0 million in Class E Preferred Shares in PanTHERA, representing approximately 10% ownership interest in the company. In conjunction with this investment, the Company executed a development and license agreement with PanTHERA (the “PanTHERA Development and License Agreement”) under which the Company made milestone development payments in exchange for exclusive, perpetual, and worldwide marketing and distribution rights to the technology for use in CGT applications.

On April 4, 2025, the Company acquired the remaining 90% of the outstanding shares of capital stock of PanTHERA from the PanTHERA Sellers. Through the PanTHERA Transaction, the Company obtained ownership of PanTHERA’s patented Ice Recrystallization Inhibitor ("IRI") GEN 2 cryopreservation technology, a technology that is expected to ultimately enhance the Company's core capabilities in biopreservation and within the CGT market upon achievement of commercial viability. This technology was valued to represent approximately 95% of the gross assets acquired in the PanTHERA Transaction. In accordance with ASC 805-50, due to the fair value of the technology representing substantially all of the gross assets acquired, the Company accounted for this transaction as an asset acquisition.

The IRI GEN 2 cryopreservation technology was under development as of the date of acquisition. It was therefore considered in-process research and development ("IPR&D") as of the date of acquisition and valued at $15.5 million. The Company analyzed the quantitative and qualitative factors relevant to the acquisition of the IPR&D IRI GEN 2 cryopreservation technology and determined that the asset should be immediately expensed in accordance with ASC 730-10 due to the technology not meeting alternative future use criteria. The expense was reported within the IPR&D expense line in the Unaudited Condensed Consolidated Statements of Operations.

Pursuant to the PanTHERA Purchase Agreement, the PanTHERA Sellers are eligible to receive up to $7.2 million in cash or equivalent shares of the Company's common stock (as elected by the PanTHERA Sellers) over a three-year earnout period upon the achievement of certain revenue targets based on the Company's earnings derived from the acquired IRI GEN 2 cryopreservation technology in addition to the achievement of an operational milestone within the first year of the earnout period. The PanTHERA Purchase Agreement also contains an embedded change in control protective provision. As of September 30, 2025, the Company's management determined that the probability of the PanTHERA Sellers achieving the outlined revenue and operational targets to be remote. As a result, no earnout consideration for any period has been recognized.

The Company recognized the following in closing costs as of the closing date of the PanTHERA Transaction:

(In thousands)
Cash paid at close of acquisition	$	9,545
Indemnity escrow amount(1)	350
Transaction expenses(2)	609
Carrying value of equity interest(3)	995
Cash in lieu of stock payment(4)	995
Stock issued to PanTHERA Sellers(5)	4,455
Gross closing cost consideration	16,949
Less: extinguishment of pre-existing liability(6)	(150)
Total closing cost consideration	$	16,799

(1) Represents the amount transferred to the escrow agent as of the closing date of the PanTHERA Transaction to cover any losses arising from a breach of representations as agreed upon within the PanTHERA Transaction. This amount will be held in escrow for 18 months following the closing date.

(2) Represents the costs incurred by the Company ($0.5 million) and on behalf of PanTHERA Sellers ($0.1 million) in connection with the PanTHERA Transaction, including fees to be paid to attorneys and other external parties.

(3) Represents the original investment amount by the Company in PanTHERA in November 2020. This was added to the overall consideration paid to determine the costs to allocate to assets acquired in the PanTHERA Transaction.

(4) Represents portion of common stock payout to PanTHERA Sellers that was elected to be distributed in cash rather than stock compensation.

(5) Represents market value of 213,360 shares of the Company's common stock issued to the PanTHERA Sellers as of the closing date of the PanTHERA Transaction in accordance with its terms..

(6) Represents pre-existing liability of the Company from milestone development payments under the PanTHERA Development and License Agreement.