As announced in the second quarter of 2023, the Company, management, and our board of directors (the "Board"), had determined that divesting Global Cooling and CBS (the "Freezer Business") would allow for the Company to optimize its product portfolio by focusing on its recurring higher margin revenue streams. Additionally, in November of 2024, the Company, management, and the Board determined the sale of SciSafe would further optimize the Company's product portfolio toward its proprietary high margin cell processing and other bioproduction products. In October of 2025, the Company, management, and the Board determined the sale of SAVSU would also fulfill its overall strategy to streamline its product portfolio to its cell processing products. The Company completed the sale of Global Cooling during the second quarter of 2024, the sales of CBS and SciSafe during the fourth quarter of 2024, and the sale of SAVSU during the fourth quarter of 2025. Accordingly, the results of these businesses are reported in the Loss from discontinued operations line in the Consolidated Statements of Operations. These changes have been applied to all periods presented.

On October 6, 2025, the Company entered into a Limited Liability Company Membership Interest Purchase Agreement (the “SAVSU Purchase Agreement”), by and between the Company and Peli BioThermal LLC, a Delaware limited liability company (“SAVSU Buyer”), for the sale by the Company of all of the issued and outstanding limited liability company membership interests (the “SAVSU Interests”) of SAVSU Cleo Technologies, LLC, a Delaware limited liability company ("SAVSU"), to SAVSU Buyer. The Company analyzed the quantitative and qualitative factors relevant to the sale of SAVSU and determined that the conditions for discontinued operations presentation were met during the fourth quarter of 2025.


(In thousands)
Cash proceeds received from Buyer	$	23,276
Indemnity holdback	2,500
Net price adjustment(1)	219
Costs to sell	(1,509)
Retention bonus paid by Company(2)	(541)
Total proceeds	23,945
Less: SAVSU carrying basis as of October 6, 2025	13,621
Net gain on disposal	$	10,324

In accordance with ASC 350, upon the disposal of SAVSU, the Company assessed the goodwill to be allocated to the disposal group. The goodwill allocated to SAVSU was based on the relative fair value of SAVSU to the fair value of the Company as SAVSU was fully integrated into the Company's one reportable segment. The fair value of SAVSU was determined based on the enterprise value per the SAVSU Purchase Agreement. The fair value of the Company was determined by calculating the Company's market capitalization as of the disposal date plus any invested capital remaining of the Company, which included outstanding debt and financing lease liabilities, modified by an estimated market acquisition premium. Based on the calculation performed, the Company determined $3.7 million of goodwill was to be

In addition, upon the closing of this transaction, the Company and SAVSU Buyer entered into a transition services agreement ("SAVSU TSA"), 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 for 120 days. The SAVSU Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto, including customary covenants that prevent the Company from competing with SAVSU, soliciting its employees or interfering with its business relationships for 5 years after the closing of the SAVSU Transaction. The SAVSU TSA has since expired pursuant to its terms on the stated expiration date. The Company has no other significant continuing involvement with SAVSU upon the expiration of its SAVSU TSA and related covenants.

On November 14, 2024, the Company entered into a Stock Purchase Agreement (the "CBS Purchase Agreement"), by and among the Company, Standex International Corporation, a Delaware corporation, ("CBS Buyer") and Arctic Solutions, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (doing business as Custom Biogenic Systems, or ("CBS"), for the sale by the Company of all of the issued and outstanding shares of common stock of CBS (the "CBS Divestiture"). The Company analyzed the quantitative and qualitative factors relevant to the sale of CBS and determined that the conditions for discontinued operations presentation were met during the fourth quarter of 2024.

During the year ended December 31, 2024, the Company recognized a loss on disposal of CBS of $3.4 million and $2.0 million in stock compensation expense for the acceleration of unvested shares of all the Company's former employees that remained with CBS upon the closing of this transaction.

In addition, upon the closing of this transaction, the Company and CBS entered into a transition service agreement (the "CBS TSA"), pursuant to which the Company is subject to customary covenants that prevent the Company from competing with CBS, soliciting its employees or interfering with its business relationships for two years after the closing of the CBS Divestiture. The Company has no other significant continuing involvement with CBS upon the expiration of its CBS TSA and related covenants.

On November 12, 2024, the Company entered into a Stock Purchase Agreement (the "SciSafe Purchase Agreement"), by and among the Company, Subzero Purchaser Corp., a Delaware corporation ("SciSafe Buyer"), SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company ("SciSafe Seller"), and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company ("SciSafe"), for the sale by Sci Safe Seller of all of the issued and outstanding shares of common stock of SciSafe to SciSafe Buyer (the "SciSafe Divestiture"). The Company analyzed the quantitative and qualitative factors relevant to the sale of SciSafe and determined that the conditions for discontinued operations presentation were met during the fourth quarter of 2024.

During the year ended December 31, 2024, the Company recognized a gain on disposal of SciSafe of $28.1 million and $4.0 million of stock-based compensation expense related to the acceleration of unvested shares for former employees who remained with SciSafe upon the closing of this transaction.

In addition, upon the closing of the SciSafe Divestiture, the Company and SciSafe entered into a transition services agreement ("SciSafe TSA"), pursuant to which the Company is subject to customary covenants that prevent the Company from competing with SciSafe, soliciting its employees or interfering with its business relationships for five years after the Closing Date. The Company has no other significant continuing involvement with SciSafe upon the expiration of its SciSafe TSA and related covenants.

In connection with the disposal of SciSafe, the Company remains liable and responsible for the full performance and observance of all of the provisions, covenants, and conditions in one of SciSafe's operating leases. In the case of a breach or violation of any provision of the lease by the SciSafe Buyer, the Company is deemed to be and shall constitute a default of the lease provisions. Simultaneously, the Company received indemnification pursuant any obligation owed by the Company under this operating lease. This indicates the Company undertakes the obligation to stand ready to perform over the term of the guarantee in the event of the specified triggering events noted above, or conditions, such as breach or

default, occur. However, the non-contingent aspect of the guarantee enables the Company to recover any losses from the SciSafe Buyer. As of December 31, 2025, the fair value of this guarantee is zero. The outstanding minimum lease payments equal approximately $2.2 million and the lease terminates in 2031.

On April 17, 2024, the Company sold all of the issued and outstanding shares of common stock (the "Global Cooling Divestiture") of Global Cooling, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Global Cooling"), to GCI Holdings, an Ohio limited liability company ("GCI Holdings") pursuant to a Stock Purchase Agreement, dated April 17, 2024, (the "Global Cooling Purchase Agreement"), by and between the Company and GCI Holdings. The Company analyzed the quantitative and qualitative factors relevant to the sale of Global Cooling and determined that the conditions for discontinued operations presentation were met during the second quarter of 2024.

During the year ended December 31, 2024, the Company recognized a loss on disposal of Global Cooling of $8.9 million, and $3.2 million of stock-based compensation expense related to the acceleration of unvested shares for employees impacted by the reduction in force, as well as former employees who remained with Global Cooling upon closing of the transaction.

As outlined in the Global Cooling Purchase Agreement, the Company is required to indemnify Global Cooling for certain preexisting legal contingencies. Prior to the Global Cooling Divestiture, two lawsuits were filed by previous customers related to Global Cooling's commercial freezer products seeking indemnification. The details of each case are described below.

As of the year ended December 31, 2025, the Company recorded a loss contingency for a $1.4 million claim in relation to losses a previous customer claims to have incurred. The loss contingency was recorded under the discontinued operations of Global Cooling as outlined in the Global Cooling Purchase Agreement. During the third quarter of 2025, it became probable this loss would be settled within the next fiscal year, and the Company accrued for the loss contingency upon the determination of probability. During the fourth quarter of 2025, the claim was fully settled for $0.9 million, which was fully covered by the Company's insurance policy aside from the Company's insurance deductible. Legal expenses incurred on the claim were immaterial.

As of the year ended December 31, 2024, the Company recorded a loss contingency for a $4.0 million claim in relation to losses a previous customer claims to have incurred. The loss contingency was recorded under the discontinued operations of Global Cooling as outlined in the Global Cooling Purchase Agreement. During the fourth quarter of 2024, it became probable the loss would be settled within the next fiscal year, and the Company accrued for the loss contingency upon the determination of probability. There had been no changes in the status of this claim as of the year ended December 31, 2025. During the first quarter of 2026, the claim was fully settled for $2.5 million, which was fully covered by the Company's insurance policy aside from the Company's insurance deductible. Legal expenses incurred on the claim were immaterial.

The tables below summarize financial data of discontinued operations as of the year ended December 31, 2024 and for the years ended December 31, 2025, 2024, and 2023. Interest expenses directly associated with the debt of a disposed entity are reported in discontinued operations below.


	December 31, 2024
(In thousands)	SAVSU
Cash and cash equivalents	$	3,848
Accounts receivable, net	692
Prepaid expenses and other current assets	44
Total current assets, discontinued operations	4,584

Assets held for rent, net	6,103
Property and equipment, net	111
Operating lease right-of-use assets, net	121
Long-term deposits and other assets	5
Intangible assets, net	3,994
Goodwill	3,717
Total assets, discontinued operations	18,635

Accounts payable	$	213
Accrued expenses and other current liabilities	328
Sales taxes payable	23
Lease liabilities, operating, current portion	52
Total current liabilities, discontinued operations	616

Lease liabilities, operating, long-term	78
Total liabilities, discontinued operations	$	694


	December 31, 2025
(In thousands)	SAVSU
Revenue	$	5,977
Cost of revenue	4,235
Gross profit	1,742
Operating expenses	(4,418)
Intangible asset amortization	(118)
Other income, net	5
Gain on disposal	10,324
Income before income taxes	7,535
Income tax expense	—
Income from discontinued operations, net of income taxes	$	7,535


	December 31, 2024
(In thousands)	Global Cooling		SciSafe		CBS		SAVSU		Total
Revenue	$	7,157	$	18,440	$	12,141	$	7,607	$	45,345
Cost of revenue	8,389		16,357		10,600		6,346		41,692
Gross profit	(1,232)		2,083		1,541		1,261		3,653
Operating expenses	(9,418)		(11,467)		(4,967)		(3,753)		(29,605)
Intangible asset amortization	—		(764)		—		(160)		(924)
Other (expense) income, net	(25)		(183)		(110)		50		(268)
(Loss) gain on disposal	(8,897)		28,139		(3,365)		—		15,877
(Loss) income before income taxes	(19,572)		17,808		(6,901)		(2,602)		(11,267)
Income tax expense	10		122		—		—		132
(Loss) income from discontinued operations, net of income taxes	$	(19,582)	$	17,686	$	(6,901)	$	(2,602)	$	(11,399)


	December 31, 2023
(In thousands)	Global Cooling		SciSafe		CBS		SAVSU		Total
Revenue	$	35,826	$	18,014	$	13,576	$	7,839	$	75,255
Cost of revenue	36,682		17,283		12,632		5,553		72,150
Gross profit	(856)		731		944		2,286		3,105
Operating expenses	(20,162)		(5,316)		(7,153)		(8,362)		(40,993)
Intangible asset impairment charges	(7,175)		—		(8,310)		—		(15,485)
Intangible asset amortization	(131)		(907)		(623)		(160)		(1,821)
Other expense, net	(90)		(100)		(214)		(14)		(418)
Loss before income taxes	(28,414)		(5,592)		(15,356)		(6,250)		(55,612)
Income tax expense	4		180		9		40		233
Loss from discontinued operations, net of income taxes	$	(28,418)	$	(5,772)	$	(15,365)	$	(6,290)	$	(55,845)


	December 31, 2024
(In thousands)	Global Cooling		SciSafe		CBS		SAVSU		Total
Depreciation	$	—	$	2,402	$	4	$	2,112	$	4,518
Amortization	—		764		—		1,506		2,270
Stock-based compensation	4,191		6,410		3,790		1,231		15,622
Interest (expense) income, net	(42)		(50)		(114)		47		(159)
Capital expenditures	—		2,200		720		2,129		5,049


	December 31, 2023
(In thousands)	Global Cooling		SciSafe		CBS		SAVSU		Total
Depreciation	$	397	$	2,636	$	471	$	2,947	$	6,451
Amortization	131		907		623		1,506		3,167
Stock-based compensation	4,734		2,759		2,503		3,346		13,342
Interest expense, net	131		13		219		44		407
Capital expenditures	—		4,659		750		5,353		10,762