Note 4 – Asset Purchase Agreements

In May 2023, the Company agreed to sell its Worcester, Massachusetts cell-processing facility assets to uBriGene (Boston) Biosciences, Inc. (“uBriGene”) under an Asset Purchase Agreement, as later amended. The sale closed on July 28, 2023, for $6.0 million in cash, and the Company recorded a gain of $1.4 million in connection with the equipment and facility assets transferred (excluding the facility lease) and recorded $0.3 million of the base consideration as deferred income that would have been recognized upon transfer of the facility lease. The Company and uBriGene submitted a voluntary joint notice to the U.S. Committee on Foreign Investment in the United States (“CFIUS”). Following CFIUS’s review, the Company, together with uBriGene and CFIUS, entered into a National Security Agreement (“NSA”) on May 13, 2024, requiring the Company and uBriGene to terminate of all related agreements and abandon the original transaction.  The NSA also obligated uBriGene to sell or otherwise dispose of the equipment assets purchased within 180 days after the execution of the NSA.

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In June 2024, the Company entered into a new Asset Purchase Agreement with uBriGene to repurchase the previously transferred equipment assets and supplies for total consideration of approximately $4.7 million. The Company agreed to pay uBriGene a total purchase price of $1.4 million consisting of (i) an upfront payment of $0.1 million due and (ii) $1.3 million due twelve (12) months after the closing date (the “Deferred Amount”). In the event that on the date the Deferred Amount is payable, the Company has net assets below $20 million, the Company may, upon written notice to uBriGene, elect to delay its payment obligation by an additional six (6) months, and the Deferred Amount will accrue interest at a rate of 5% per annum beginning on that date twelve months after closing and until the Deferred Amount is paid in full. As of December 31, 2025, the Company’s net assets were below $20.0 million and the Deferred Amount of approximately $1.3 million, including approximately $33,000 of accrued interest, continued to be deferred and remained recorded in Accrued Other Expenses (see Note 6).

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The $4.7 million purchase consideration was allocated to the repurchased equipment and supplies based on a relative fair value basis. The Company used a third-party to perform a valuation of the repurchase equipment, which resulted in fair value less costs to sell of approximately $2.2 million. The remaining $2.5 million was allocated to the supplies repurchased, the Company determined that there was no alternative future use, and therefore, the $2.5 million was recorded as research and development expense at closing. The repurchased equipment was classified as held for sale at the acquisition date. In February 2025, the Company completed the sale of these assets to an unrelated third party.

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