16. Commitments and Contingencies

Partnership Advance

On July 14, 2025, the Company expanded its partnership with STADA Arzneimittel AG (“STADA”), a European leader in consumer health. The expansion included a $1 million advance from STADA to the Company in non-dilutive capital to support product launches and marketing efforts under the Master Distribution Agreement between the parties and relates to the planned launch of digestive enzyme formulas and solutions targeting scars and stretch marks. As of June 30, 2026 and December 31, 2025, the Company held $504 thousand and $741 thousand, respectively, of restricted cash related to advances received under partnership arrangements. Correspondingly, $483 thousand and $731 thousand, respectively, were recorded as current liabilities within partnership accrued advances. The advance is subject to contractual restrictions on use and will be applied against eligible project costs as incurred in accordance with the terms of the Master Distribution Agreement, as amended.

In connection with the Series A Convertible Note issued on February 10, 2026, the company received a deposit of $1,618 million into a restricted cash account. The cash is released from the account as the holder of the account converts the debt into common shares of the Company. At June 30, 2026, $710 thousand remains in restricted cash.

License agreement

Under the License Agreement described in Note 1, the Company may be required to make contingent milestone payments of up to $20.0 million to Celularity upon the achievement of specified commercial milestones. No amounts have been recorded due to the uncertainty regarding the achievement of the applicable milestones.

Litigation

Except as described below, the Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Management is not currently aware of any matters that will or may have a material effect on the financial position, results of operations, or cash flows of the Company.

On April 27, 2026, Bezalel Partners, LLC (“Bezalel”) commenced an arbitration proceeding against the Company before JAMS, asserting claims for breach of contract and declaratory relief arising from a Finder’s Fee Agreement, dated July 29, 2024, as amended. Bezalel alleges that it is entitled to a “Transaction Fee” in excess of $1,750 thousand, plus interest, attorneys’ fees and costs. On July 2, 2026, the Company filed its Answer, denying Bezalel’s claims in their entirety and asserting affirmative defenses. The Company intends to vigorously defend against this claim. Given the early stage of this proceeding, the Company is unable to predict its outcome, hearing or resolution timing or estimate a range of reasonably possible loss, if any, at this time.