Quarterly report [Sections 13 or 15(d)]

Commitments and Contingencies

v3.26.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
9.
Commitments and Contingencies

Operating Leases

The Company subleases office space in Solana Beach, California, which serves as its corporate headquarters and houses certain management and personnel. The sublease term commenced on December 15, 2020, was set to expire on December 31, 2026, and was renewable for an additional five-year period, at the Company’s option, at the then fair market value. On July 8, 2026, the Company entered into an amendment to the sublease, under which the term of the sublease was extended by an additional five years to December 31, 2031. The Company accounted for this amendment as a lease modification by remeasuring the right-of-use asset and lease liability as of the effective date and recorded an additional right-of-use asset and lease liability of $2.3 million.

The Company leases space in Carlsbad, California, that serves as 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 then 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, known as the ClearPoint Advanced Laboratories (the “CAL”), for office, research and development, and laboratory purposes, supporting preclinical contract research. The building was occupied in three phases, the first of which (6,818 square feet) was made available upon lease signing. The next phase (9,833 square feet) was made available in March 2026, and the final phase (13,520 square feet) was made available in July 2026. The lease agreement expires on the last day of the calendar month that is 132 months (11 years) after the date on which the last phase was 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 assets and lease liabilities of the first, second, and third phases of $3.3 million, $4.9 million, and $6.7 million, respectively.

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 aforementioned leases are classified as operating leases in conformity with GAAP. The aggregate lease costs were $1.0 million and $2.3 million for the three and nine months ended September 30, 2026, respectively, and $0.4 million and $0.8 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2026, future minimum lease payments are as follows (in thousands):

Year:

 

 

 

Remainder of 2026

 

$

423

 

2027

 

 

3,040

 

2028

 

 

4,101

 

2029

 

 

4,233

 

2030

 

 

4,370

 

Thereafter

 

 

20,205

 

Total minimum payments

 

 

36,372

 

Less: discount to present value of lease payments

 

 

(13,513

)

Discounted present value of lease payments

 

$

22,859

 

Purchase Commitments

The Company is a party to various purchase arrangements related to its manufacturing and research and development activities. At September 30, 2026, there was approximately $7.5 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 are $3.5 million through 2029.