23. Subsequent Events

NexGel Transaction

On March 6, 2026, the Company entered into an Asset Purchase and Exclusive License Agreement (the “NexGel Agreement”) with NexGel, Inc. (“NexGel”), pursuant to which the Company granted NexGel an exclusive, transferable and sublicensable license to develop and commercialize certain products within the Company’s degenerative disease business. The licensed products include certain biomaterial products and pipeline programs that are part of the Company’s advanced biomaterials platform and are subject to underlying rights licensed from Celeniv Pte. Ltd.

In connection with the NexGel Agreement, the Company agreed to transfer certain assets related to the development and commercialization of the licensed products, while retaining ownership of the underlying intellectual property and rights outside the licensed field. The agreement also contemplates a manufacturing relationship pursuant to which the Company may supply products to NexGel, subject to the terms of a manufacturing agreement.

On April 17, 2026, the Company entered into an amendment (the “NexGel Amendment”) to the NexGel Agreement. Among other things, the NexGel Amendment provides that: (i) the aggregate consideration payable to the Company under the NexGel Agreement is $13.3 million, consisting of an upfront cash payment of $8.3 million on the transaction commencement date, net of payments to settle outstanding sales representatives obligations, and a convertible promissory note in the original principal amount of $5.0 million with an 18-month term; (ii) effective as of the transaction commencement date, NexGel will assume, satisfy, perform and discharge all sales representative obligations and such obligations will constitute assumed liabilities of NexGel from and after such date; (iii) the first milestone payment of $2.5 million will be payable upon the earlier of the achievement of $25.0 million in net sales or the date that is 15 months following the transaction commencement date, provided that net sales of at least $15.0 million have been achieved as of such date. The Company received net proceeds of $4.8 million from NexGel on the closing date, April 17, 2026. The Company is currently evaluating the accounting treatment of the NexGel Agreement and the NexGel Amendment.

Short-Term Debt Repayments

On February 13, 2026, the Company made a principal repayment of approximately $7,042 towards the December 2025 Promissory Note and its related accrued interest. As a result, the December 2025 Promissory Note was fully repaid.

Settlement with Sequence

On April 14, 2026, the Company entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”) with Sequence LifeScience, Inc. to resolve disputes arising under prior asset purchase and supply agreements. The Settlement Agreement provides for, among other things, the grant of a sublicense to certain intellectual property, the return of product inventory, the assignment of a portion of future milestone payments, the assignment of a portion of equity consideration expected to be received in connection with the Company’s transaction with NexGel, Inc., and certain manufacturing rights. The Settlement Agreement is subject to a condition precedent requiring the closing of the NexGel transaction on or before April 17, 2026. The NexGel transaction closed on April 17, 2026. The Company is evaluating the accounting treatment and financial impact of the Settlement Agreement, if any.

Exchange of Preferred Stock for Convertible Promissory Note

On April 16, 2026, the holder (“Helena”) of the Company’s Series A Convertible Preferred Stock delivered an exchange notice to the Company pursuant to that certain securities purchase agreement, pursuant to which Helena elected to exchange 1,732,084 shares of Series A Convertible Preferred Stock for a Convertible Promissory Note in the original principal amount of approximately $1,971 (the “Helena Note”). The Helena Note bears interest at a rate of 18.0% per annum and matures on October 16, 2026, unless earlier converted, prepaid or accelerated in accordance with its terms.

On April 17, 2026, Helena delivered to the Company a notice of event of default (the “Helena Default Notice”) under the Helena Note. In the Helena Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including among other things, the Company’s failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, including becoming delinquent in its filings. The Company believes the asserted default arose from the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Under the Helena Note, if an event of default is not cured within the applicable cure period, which is five business days for this type of asserted default, Helena may declare due and payable the “Mandatory Default Amount,” which is equal to 115% of the outstanding principal amount, accrued interest and all other amounts owing under the Helena Note. In addition, following an event of default, any outstanding principal balance accrues interest at a rate of 15% per annum, compounded annually.