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Subsequent events | 3 Months Ended
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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.

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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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