Annual report [Section 13 and 15(d), not S-K Item 405]

Commitments and Contingencies

v3.26.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
10.
Commitments and Contingencies

Operating Leases

The Company subleases office space in Solana Beach, California that serves as its corporate headquarters and houses certain management and personnel. The sublease term commenced on December 15, 2020, is set to expire on December 31, 2026, and is renewable for an additional five-year period, at the Company’s option, provided that the Company’s landlord has entered into an extension of its prime lease for the office space that encompasses the Company’s office space for at least five years.

The Company also leases space in Carlsbad, California, that houses office space and a manufacturing facility under a lease that commenced on June 1, 2023 and ends on May 31, 2033. The Company has two options to extend the lease term for thirty-six or sixty months, at the fair market rental value.

On June 16, 2025, the Company entered into a lease agreement to expand into approximately 30,171 square feet within a life science building located in San Diego, California. The Company will use the facility for office, research and development, and laboratory purposes. The building will be occupied in three phases, the first of which (6,818 square feet) was made available upon lease signing. The next two phases (9,833 and 13,520 square feet, respectively) are expected to be made available by March 2026 and July 2026, respectively. The lease agreement expires 132 months (11 years) from the date on which the last phase is made available, subject to the Company's right to extend the lease term for one additional five-year period, at the then fair market rental value. The initial monthly base rent is $5.95 per square foot, subject to annual increases of 3%, with payment for the first and second phases to commence after occupation of the second phase and the payment for the third phase to commence after occupation of the third phase. The monthly base rent will be abated: (i) for the second through thirteenth months after the second phase occupation for the first and second phases; and (ii) for the first through twelfth months after the third phase occupation solely for the third phase. The Company determined that the three phases of the lease agreement constitute separate lease components, and calculated the right-of-use asset and lease liability of the first phase of $3.3 million. Given the second and third phases of this lease have not yet commenced, the lease liability is excluded from the table below.

In connection with the IRRAS acquisition, the Company assumed an operating lease for 21,200 square feet used for manufacturing and office purposes located in San Diego, California. The lease is set to expire in April 2031, with the option to extend the lease for one additional five year term, at the then fair market rental rate.

The optional renewal periods for all leases are not considered in the determination of the right-of-use asset or the lease liability as the Company does not consider it reasonably certain that it would exercise either of such options. The lease arrangements contain lease components and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases.

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used the published U.S. High Yield CCC corporate bond rates at the lease commencement date of the Solana Beach lease and the current estimate of the Company's incremental borrowing rate at the lease commencement date of the remaining leases. The weighted average remaining lease term of the Company's operating leases was 8.02 years and 6.81 years, and the weighted average discount rate used to determine the operating lease liability was 10.4% and 12.0%, as of December 31, 2025 and 2024, respectively.

The lease cost was $1.3 million and $0.9 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, future minimum lease payments are as follows:

 

Years ending December 31,

 

(in thousands)

 

2026

 

$

1,616

 

2027

 

 

1,566

 

2028

 

 

1,716

 

2029

 

 

1,773

 

2030

 

 

1,833

 

Thereafter

 

 

5,706

 

Total minimum payments

 

 

14,210

 

Less: Discount to present value of lease payments

 

 

(5,055

)

Discounted present value of lease payments

 

$

9,155

 

 

Purchase Commitments

The Company is a party to various purchase arrangements related to its manufacturing and research and development activities. At December 31, 2025 there was approximately $4.8 million of open purchase orders and contractual obligations in the ordinary course of business, the majority of which are due within one year. Additionally, the Company is also a party to a license and collaboration agreement which requires minimum purchase commitments for a seven-year period starting in 2023. The total remaining minimum purchase commitments related to this agreement is $4.2 million over the next four years.

 

Legal Contingencies

The Company previously disclosed that it was named as a defendant to a lawsuit filed by a patient who suffered an adverse outcome in connection with a surgical procedure in which the Company’s ClearPoint system was used. In August 2025, the Company settled this matter. The settlement amount was paid by insurance, and did not have a material impact on the Company's consolidated financial statements.