Quarterly report [Sections 13 or 15(d)]

Business Combination and Asset Purchase (Tables)

v3.26.1
Business Combination and Asset Purchase (Tables)
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Purchase Consideration
A summary of the purchase consideration follows:
Cash $ 7,500 
Closing Stock Consideration 10,283 
Convertible Notes 9,717 
Total purchase price consideration $ 27,500 
Schedule of Purchase Price Allocation
The final purchase price and purchase price allocation of assets acquired and liabilities assumed follows:
Unbilled receivable $ 300 
Inventory 163 
Other assets 202 
Equipment 275 
Intangible assets 8,870 
Goodwill 19,135 
Accrued expenses (104)
Loan for purchase of equipment (141)
Deferred revenue (1,200)
Total purchase consideration $ 27,500 
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed at the acquisition date:
Cash $ 51 
Accounts receivable 396 
Prepaid expenses 39 
Other receivable 2 
Right of use asset 87 
Property and equipment 231 
Intangible assets 5,490 
Goodwill 8,150 
Accrued expenses (271)
Right of use liability (87)
Accounts payable (88)
Total $ 14,000 
Schedule of Acquired Intangible Assets, Useful Lives and Preliminary Estimate Of Fair Value
The acquired intangible assets, useful lives and a final estimate of fair value at the acquisition date follows:
Useful Life (years) Fair Value
Tradename 10 $ 900 
Customer relationships 10 5,160 
Internal use technology 4 2,810 
Total $ 8,870 
The acquired intangible assets, useful lives and a final estimate of fair value at the acquisition date follows:
Useful Life (years) Fair Value
Tradename 5 $ 170 
Customer relationships 5 4,080 
Internal use technology 3 1,240 
Total $ 5,490 
Schedule of Pro Forma Information Had the acquisition occurred on January 1, 2025, consolidated pro forma revenue, net loss and net loss per common share, basic and diluted would have been as follows:
Pro Forma (Unaudited) for the three months ended March 31,
2026 2025
Net revenue $ 3,469  $ 883 
Net loss $ (52,715) $ (10,387)