ChronoScale Corp Commitments Disclosure
15. Commitments and Contingencies
Commitments
Material Contracts
The Company has license agreements with the Regents of the University of California to maintain exclusive rights to certain patents. The Company is required to pay 1% of net sales of licensed medical devices sold to entities other than the U.S. government. In addition, the Company is required to pay 21% of consideration collected from any sub-licensee for the grant of the sub-license.
The Company has license agreement with Vanderbilt University to maintain exclusive rights to patents on the Company's behalf. Under the Vanderbilt Exoskeleton License Agreement, the Company is required to pay 6% of net sales of licensed patent products and 3% of net sales of licensed software products. The minimum annual royalty for licensed products is $250. The Vanderbilt Exoskeleton License Agreement will continue until April 29, 2038, unless sooner terminated.
Purchase Obligations
The Company purchases components from a variety of suppliers and uses contract manufacturers to provide manufacturing services for its products. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
The Company had purchase obligations primarily for purchases of inventory and manufacturing related service contracts totaling $874 as of December 31, 2025, which are expected to be paid within year, and $1,263 as of December 31, 2024. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.
The Company has operating lease commitments totaling $630 payable over the lease terms of the San Rafael Lease, the Ohio Lease and the Ratingen Lease as disclosed in Note 10. Lease Obligations.
Other Contractual Obligations
The following table summarizes the Company's outstanding contractual obligations as of December 31, 2025, and the effect those obligations are expected to have on its liquidity and cash flows in future periods:
| Payments Due By Period | ||||||||||||||||
| Less than | ||||||||||||||||
| Total | one year | 1-3 Years | 3-5 Years | |||||||||||||
| B. Riley Promissory Note | $ | 2,400 | $ | 2,400 | $ | — | $ | — | ||||||||
| Parker Hannifin Promissory Note | 2,187 | 1,250 | 937 | — | ||||||||||||
| Facility operating leases | 630 | 467 | 152 | 11 | ||||||||||||
| Total | $ | 5,217 | $ | 4,117 | $ | 1,089 | $ | 11 | ||||||||
Loss Contingencies
In the normal course of business, the Company is subject to various legal matters. In the opinion of management, the resolution of such matters will not have a material adverse effect on the Company’s consolidated financial statements.
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.