(6) Commitments and Contingencies

(a) Research & Development

The Company has entered into contracts with CROs and CMOs related the Company’s clinical trials. These contracts generally require upfront payments, milestone payments, and pass-through cost reimbursements, to be made. While the contracts are generally cancellable with (written) notice, the Company is obligated to make payments for services rendered through the termination date of the project with any applicable CRO/CMO.

(b) Leases

The Company maintains one short-term lease associated with occupying its corporate headquarters. Total rental expense was $0.1 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively.

(c) Employment Agreements

The Company has an agreement with its executive officers that provides for severance payments to the employees upon termination of the agreement by the Company for any reason other than for cause, death or disability or by the employee for good reason. The maximum aggregate severance payments under the agreement were estimated to be $1.4 million at December 31, 2025.

(d) Litigation

The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows.

For both the years ended December 31, 2025 and December 31, 2024, the Company did not have any pending legal actions deemed to be material.

Historical Timeline

Fiscal YearFiled
2025Mar 13, 2026Showing above
2024Mar 21, 2025
2023Mar 29, 2024
2022Mar 31, 2023
2021Mar 2, 2022
2020Mar 3, 2021

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.