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Commitments and Contingencies | 3 Months Ended
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Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract] |
COMMITMENTS AND CONTINGENCIES | (12) COMMITMENTS AND CONTINGENCIES Guarantees and Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company also has indemnification obligations to its officers and directors for specified events or occurrences, subject to some limits, while they are serving at the Company’s request in such capacities. There have been no claims to date and the Company has director and officer insurance that may enable the Company to recover a portion of any amounts paid for future potential claims. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has no t recorded any liabilities for these agreements as of March 31, 2026. Contingencies From time to time, the Company may be a party to various claims in the normal course of business. Legal fees and other costs associated with such actions will be expensed as incurred. The Company will assess, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Reserve estimates will be recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. As of March 31, 2026, the Company had no pending or threatened litigation. License Agreements In 2021, the Company entered into a stock purchase agreement with ScalmiBio, Inc., or ScalmiBio. The details of this agreement including the ongoing milestone and royalty payments to the former stockholders of ScalmiBio are described in our notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 9, 2026. During the three months ended March 31, 2026, there were no material changes to this agreement. During the three months ended March 31, 2026 and 2025, the Company recorded no costs for payments relating to milestone achievements to the former stockholders of ScalmiBio. Other Contractual Obligations and Other Commitments The Company has other contractual obligations and other commitments from manufacturing and service contracts, which are presented as follows as of March 31, 2026 (in thousands):
|  | March 31, 2026 |
|  | Total |  |  | 2026 (remaining nine months) |  |  | 2027-2028 |  |  | 2029-2030 |  |  | Thereafter |
Manufacturing and service contracts |  | $ | 1,795 |  |  | $ | 1,204 |  |  | $ | 591 |  |  | $ | — |  |  | $ | — |
Total |  | $ | 1,795 |  |  | $ | 1,204 |  |  | $ | 591 |  |  | $ | — |  |  | $ | — |
In November 2015, the Company entered into a Master Service Agreement, or the MSA, with KBI Biopharma, Inc. relating to formulation development, process development and current good manufacturing practices, or cGMP, manufacturing of evorpacept for use in clinical trials on a project basis. The MSA had an initial term of three years with successive one-year renewal periods, which was extended an additional eight years until November 2026, is cancellable upon notice and is non-exclusive. Statements of work under the MSA commit the Company to certain future purchase obligations of approxim ately $0.1 million. In addition, the Company has commitments with two other pharmaceutical contract manufacturers and suppliers, including certain future purchase obligations of approximately $1.7 million. These amounts are based on non-cancellable commitments and forecasts that include estimates of future market demand, quantity discounts and manufacturing efficiencies that may impact timing of purchases. The Company enters into contracts in the normal course of business with various third parties for clinical trials, preclinical research studies and testing, manufacturing and other services and products for operating purposes. These contracts generally provide for termination upon notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of the Company’s service providers, up to the date of cancellation.

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