1 unchanged sentence
Risk Factors” in our 2025 Annual Report on Form 10-K, which could materially affect our business, financial condition or future
−Removed: There have been no material changes during fiscal year 2026 to the risk factors that were included in the Form 10-K.
+Added: Except as set forth below, there have been no material changes during fiscal year 2026 to the risk factors that were included
+Added: in the Form 10-K.
+Added: have incurred substantial indebtedness under convertible notes issued in second quarter of 2026, which could adversely affect our liquidity
+Added: and result in significant dilution to our stockholders.
+Added: of June 30, 2026, we had $14.7 million of convertible notes payable outstanding, issued in private placements completed
+Added: in February, April and May 2026.
+Added: These notes bear interest at 10% per annum (18% upon an event of default) and are convertible into shares
+Added: of our common stock at conversion prices subject to downward adjustment.
+Added: Our ability to service this indebtedness depends on our future
+Added: operating performance, and our failure to make required payments or comply with applicable covenants could result in an event of default,
+Added: which could have a material adverse effect on our business and financial condition and cause us to cease operations.
+Added: Conversion of these
+Added: notes and exercise of the related warrants will also result in substantial dilution to our existing stockholders.
+Added: license and acquisition of assets from Celularity may not achieve the anticipated benefits, and we may be required to make significant
+Added: additional contingent payments.
+Added: April 2026, we completed the acquisition of an exclusive license to Celularity’s commercial-stage regenerative biomaterials portfolio
+Added: for aggregate upfront consideration of $13.3 million, and we may be required to pay up to an additional $20.0 million in contingent milestone
+Added: payments if certain commercial milestones are achieved.
+Added: The anticipated benefits of this transaction, including the successful commercialization
+Added: of the licensed products under our BioNx brand, may not be realized on the timeline we expect, or at all, and integrating these products
+Added: and technologies may divert management attention and require significant additional expenditures.
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