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Subsequent events | 9 Months Ended
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Sep. 30, 2024
Subsequent Events [Abstract] |
Subsequent events | Subsequent events The Company has evaluated events subsequent to September 30, 2024 through the date of this filing to assess the need for potential recognition or disclosure. Stock Purchase Agreement for SciSafe Divestiture On November 12, 2024, the Company entered into a Stock Purchase Agreement, by and among the Company, Subzero Purchaser Corp., a Delaware corporation, SciSafe, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Company, and SciSafe, Inc., a New Jersey corporation and an indirect wholly owned subsidiary of the Company, for the sale by Seller of all of the issued and outstanding shares of common stock of SciSafe to Buyer for an aggregate purchase price of $73.0 million (subject to adjustment as set forth in the Purchase Agreement) (the “Transaction”). Following the execution of the Purchase Agreement, the Transaction was consummated on November 12, 2024 (the “Closing Date”). We anticipate the divestiture to qualify and be presented as Discontinued Operations in our Annual Report on Form 10-K for the year ended December 31, 2024. The Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto, including 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. In connection with the closing of the Transaction, the Company was required to repay approximately $0.9 million of outstanding indebtedness of SciSafe, estimates to incur approximately $1.8 million in fees to be paid for legal and other transaction services, and estimates to incur approximately $0.4 million in severance costs. The Company also paid the former stockholders of SciSafe approximately $3.3 million in cash to waive all rights with respect to certain potential earn-out payments that would have otherwise accelerated and become due in connection with the Transaction pursuant to the purchase agreement by which the Company acquired SciSafe in October 2020. Finally, the Company expects to recognize approximately $4.0 million in stock compensation expense in connection with the acceleration of unvested shares for all former employees of the Company that remained with SciSafe upon the closing of the Transaction. In addition, upon the closing of the Transaction, the Company and SciSafe entered into a transition services agreement, pursuant to which the Company will provide certain transition services to SciSafe for up to six months following the Closing Date. The Company expects to recognize a gain on the Transaction of approximately $39.6 million before $11.1 million of goodwill allocation. The Company’s estimates are subject to a number of assumptions, and actual results may differ. Consent and Third Amendment to Loan and Security Agreement with Silicon Valley Bank November 11, 2024, the Company entered into a Consent and Third Amendment to Loan and Security Agreement, by and among Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”), the Company, SAVSU Technologies, Inc., a Delaware corporation (“SAVSU”), Arctic Solutions, Inc., a Delaware corporation doing business as Custom Biogenic Systems (“Arctic”), SciSafe Holdings, Inc., a Delaware corporation (“SciSafe Parent”), and Sexton Biotechnologies, Inc., a Delaware corporation (“Sexton,” and together with the Company, SAVSU, Arctic and SciSafe Parent, “Borrower”). Pursuant to the Amendment and subject to the conditions set forth therein, Bank consented to the Transaction as required pursuant to the Loan and Security Agreement, dated September 20, 2022, by and among Bank and Borrower, as amended by that certain Waiver and First Amendment to Loan and Security Agreement, dated February 26, 2024, and that certain Consent and Second Amendment to Loan and Security Agreement, dated April 17, 2024 (the “Loan Agreement”). In addition, effective as of the closing of the Transaction, the Amendment amended the Loan Agreement to provide for a non-refundable termination fee in the amount of $750,000 payable by Borrower to Bank in the event that the Loan Agreement is terminated prior to the Term Loan Maturity Date (as defined in the Loan Agreement) for any reason. The Amendment also made certain other ministerial changes to the Loan Agreement, contains customary representations and warranties of Borrower and provides for a release of Bank by Borrower 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. As announced during the second quarter of 2023, the Company has continued to actively seek the divestiture of its CBS business and anticipates Discontinued Operations treatment upon the closure of a deal.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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