Quarterly report [Sections 13 or 15(d)]

Balance Sheet Components

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Balance Sheet Components
6 Months Ended
Jun. 30, 2025
Balance Sheet Components  
Balance Sheet Components

4.

Balance Sheet Components

Inventories (in thousands):

June 30, 

December 31, 

    

2025

    

2024

Raw materials

$

309

$

392

Work in progress

126

137

Finished goods

 

930

 

1,089

Total inventories

$

1,365

$

1,618

Property and equipment, net (in thousands):

June 30, 

December 31, 

    

2025

    

2024

Machinery and equipment

$

1,094

$

773

Leasehold improvements

 

31

 

Furniture and fixtures

 

2

 

Tooling

 

14

 

14

 

1,141

 

787

Less: Accumulated depreciation and amortization

 

(794)

 

(729)

Property and equipment, net

$

347

$

58

Depreciation and amortization expense for the three months ended June 30, 2025 and 2024 were approximately of $26,000 and $28,000, respectively. Depreciation and amortization expense for the six months ended June 30, 2025 and 2024 were approximately $38,000 and $48,000, respectively.

As of June 30, 2025, the future amortization of the intangibles acquired is as follows:

2025 remainder

    

$

5,289

2026

 

10,578

2027

 

10,578

2028

 

10,578

2029

 

10,147

2030

 

9,875

Thereafter

 

39,735

$

96,780

Intangible assets, net consisted of the following at June 30, 2025.

Gross Carrying 

Accumulated 

Net Carrying 

    

Amount

    

Amortization

    

Amount

Patents

$

90,304

$

(4,515)

$

85,789

Trade names and trademarks

 

3,288

 

(130)

 

3,158

Customer relationships

 

5,160

 

(58)

 

5,102

Internal use technology

 

2,810

 

(79)

 

2,731

$

101,562

$

(4,782)

$

96,780

4.Balance Sheet Components, continued

Notes receivable

On April 9, 2025, the Company advanced $450,000 note receivable to NYIAX as part of the NYIAX transaction described in Note 10 Commitments and Contingencies. The Company derecognized the asset due to probability of non-payment and expensed to the line item research and development in the condensed consolidated statement of operations for the six months ended June 30, 2025.

On June 13, 2024, the Company entered into a Senior Secured Promissory Note and Security Agreement (“Promissory Note and Security Agreement”) with EOS Holdings (“the Borrower”). Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $150,000 (“June 2024 Note”). The June 2024 Note matures on October 11, 2024. Borrowings under the June 2024 Note bear interest at a rate per annum equal to 5.12%. On the maturity date, subject to any extension, the Borrower will be obligated to make a payment equal to all unpaid principal and accrued interest. On October 23, 2024, the Borrower and the Company agreed to amend the June 2024 Note maturity date to January 31, 2025. On December 31, 2024, the Borrower and the Company agreed to amend the December 2024 Note maturity date to the latter of the maturity date of the DV Convertible Note of December 31, 2027 or a qualified subsequent financing as determined by the DV Convertible Note agreement.

On August 7, 2024, the Company entered into a second Promissory Note and Security Agreement with the Borrower. Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $100,000 (“August 2024 Note”). The August 2024 Note matures on December 5, 2024. Borrowings under the August 2024 Note bear interest at a rate per annum equal to 5.12%. On the maturity date, subject to any extension, the Borrower will be obligated to make a payment equal to all unpaid principal and accrued interest. On October 23, 2024, the Borrower and the Company agreed to amend the August 2024 Note maturity date to January 31, 2025. On December 31, 2024, the Borrower and the Company agreed to amend the December 2024 Note maturity date to the latter of the maturity date of the DV Convertible Note of December 31, 2027 or a qualified subsequent financing as determined by the DV Convertible Note Promissory agreement.

On September 23, 2024, the Company entered into a third Promissory Note and Security Agreement with the Borrower. Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $73,485 (the “September 2024 Note”). The September 2024 Note matures on December 5, 2024. Borrowings under the September 2024 Note bear interest at a rate per annum equal to 5.12%. On the maturity date, subject to any extension, the Borrower will be obligated to make a payment equal to all unpaid principal and accrued interest. On October 23, 2024, the Borrower and the Company agreed to amend the September 2024 Note maturity date to January 31, 2025. On December 31, 2024, the Borrower and the Company agreed to amend the December 2024 Note maturity date to the latter of the maturity date of the DV Convertible Note of December 31, 2027 or a qualified subsequent financing as determined by the DV Convertible Note Promissory agreement.

On December 23, 2024, the Company entered into a fourth Promissory Note and Security Agreement with the Borrower. Pursuant to the Promissory Note and Security Agreement, the Company agreed to provide the Borrower with a term loan in the principal amount of $100,000 (“December 2024 Note”). The December 2024 Note matures on January 31, 2025. Borrowings under the December 2024 Note bear interest at a rate per annum equal to 5.12%. On the maturity date, subject to any extension, the Borrower will be obligated to make a payment equal to all unpaid principal and accrued interest. On December 31, 2024, the Borrower and the Company agreed to amend the December 2024 Note maturity date to the latter of the maturity date of the DV Convertible Note of December 31, 2027 or a qualified subsequent financing as determined by the DV Convertible Note Promissory agreement.

The above notes receivable are netted on the condensed consolidated balance sheet in “convertible note payable, net related party” as of June 30, 2025 as there is a right of offset included in the DV Convertible Note and the four amended note receivable agreements above. On February 14, 2025, $136,000 was paid off as a result of the February 2025 Offering (defined below) in which a portion of proceeds in the 2025 Offering (defined below) were used to satisfy principal on the EOS note receivables. The proceeds from the financings in April 2025 and May 2025 (See Note 5 for details on the 2025 Offerings) were netted with the note receivable balance in the three months ended June 30, 2025 and as a result the balance is no longer outstanding as of June 30, 2025.

At June 30, 2025, the Company had recognized approximately $5,000 of interest income on the Notes Receivable.

4.Balance Sheet Components, continued

Deposits for Business Combination

On December 19, 2024 the Company entered into an asset purchase agreement with CompuSystems Inc (“CSI”) as amended on December 30, 2024, February 25, 2025 and March 31, 2025 (the “CSI Purchase Agreement”) where the Company agreed to purchase, assume and accept from CSI all of the rights, title and interests used in the acquired business, and products and services solely to the extent they utilize the transferred assets, including CSI’s customer contracts, trademarks and other intellectual property (the “CSI Acquisition”). Pursuant to the CSI Purchase Agreement, the Company made an exclusivity deposit and a break-up fee deposit totaling $2.0 million. The acquisition was completed on May 20, 2025 and thus the acquisition deposits are recorded as part of purchase consideration in note 3.

Accrued liabilities (in thousands):

June 30, 

December 31, 

    

2025

    

2024

Customer advance

$

1,004

$

171

Accrued compensation

525

217

Accrued lease liability, current portion

115

106

Accrued vacation

 

404

 

407

Accrued audit fees

 

249

 

224

Accrued payable to NYIAX

1,088

Accrued other

357

209

Total accrued liabilities

$

3,742

$

1,334