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ASSETS AND LIABILITIES HELD FOR SALE | 6 Months Ended
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Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract] |
ASSETS AND LIABILITIES HELD FOR SALE | ASSETS AND LIABILITIES HELD FOR SALE In June 2026, the Company and Pacira CryoTech, Inc.—its wholly-owned subsidiary (the “Subsidiary”)—entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Zimmer, a subsidiary of Zimmer Biomet Holdings, Inc. Pursuant to the Purchase Agreement, the Company agreed to divest to Zimmer (i) all of the issued and outstanding capital stock of the Subsidiary and (ii) certain assets and liabilities of the Company and certain of its subsidiaries relating to the Company’s handheld cryoanalgesia devices and related products—including iovera° (the “Transaction”)—for up to $140.0 million, including an upfront payment of $70.0 million, subject to customary adjustments for cash, accounts receivable, indebtedness, transaction expenses and inventory. In June 2026, the iovera° assets and liabilities included in the Purchase Agreement were reclassified to assets and liabilities held for sale due to meeting the required held for sale criteria. As of June 30, 2026, assets held for sale of $67.3 million consisted of $53.3 million of intangible assets, $9.8 million of inventory, $3.7 million of accounts receivable and $0.5 million of fixed assets, net of depreciation. As of June 30, 2026, liabilities held for sale of $0.7 million consisted of accrued expenses. The Company determined that the held for sale disposal group was not impaired because its fair value less the cost to sell exceeded its carrying value. The Purchase Agreement provides for potential contingent consideration of up to an additional $70.0 million in the aggregate, payable upon the achievement of the following revenue-based milestones (in each case, excluding any net revenue previously applied towards the achievement of any other milestone threshold) up to and through the period ending December 31, 2031: •If net revenue from the sale of the current version of iovera° available for sale to end users as of the closing date of the Transaction (the “Business Products”) during any of the five (5) calendar year periods commencing on January 1, 2027 through December 31, 2031 (each an “Applicable Milestone Period”) equals or exceeds $50.0 million, the Company will receive $18.5 million. •If net revenue from the sale of the Business Products during any Applicable Milestone Period equals or exceeds $60.0 million, the Company will receive $23.5 million. •If net revenue from the sale of the Business Products during any Applicable Milestone Period equals or exceeds $70.0 million, the Company will receive $28.0 million. •If net revenue from the sale of the Business Products during any single year equals or exceeds the sum of any two or more milestones, then the highest applicable milestone payment shall be paid with respect to such year. The Company determined that execution of the Purchase Agreement did not qualify as discontinued operations since it did not have a major effect on the Company’s operations and financial results. The Transaction closed on July 31, 2026 in which the Company received cash of $73.6 million, after customary purchase price adjustments. The $70.0 million of additional contingent milestones will be recognized in the period if and when they are each earned. As part of the Transaction, there are $2.2 million of transaction bonuses payable to certain employees of the Company that were hired by Zimmer at close that the Company will record as an expense in the third quarter of 2026. The $2.2 million of transaction bonuses will be paid by Zimmer. Upon the close of the Transaction on July 31, 2026, the Company entered into a transitional services arrangement, pursuant to which the Company will provide recordkeeping and other services; a development and commercialization agreement, pursuant to which both parties intend to continue the label expansion of iovera° in the field of spasticity through United States Food and Drug Administration, or FDA, approval; and a sublease agreement, all of which are expected to operate through 2028.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3A -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-3A Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-4B Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4A -Publisher FASB -URI https://asc.fasb.org/1943274/2147483499/205-20-50-4A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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