v3.25.2
Discontinued Operations
6 Months Ended
Jun. 30, 2025
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]  
Discontinued Operations

Note 9. Discontinued Operations

On November 22, 2024 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “APA”) with ALZET, LLC, a subsidiary of Lafayette Instrument Co. (the “Purchaser”). Under the terms of the APA, the Company agreed to sell to the Purchaser substantially all the assets, and certain specified liabilities, related to the ALZET product line (the “Sale”). The APA provided for, subject to certain terms and conditions, the entry into a Transition Services Agreement, pursuant to which the Company agrees to perform certain transition services related to the purchased assets for up to six months after the Closing Date, subject to potential extensions.

On the Closing Date, the Company completed the transaction contemplated by the APA. Pursuant to the terms of the APA, the Purchaser paid the Company $17.5 million subject to certain adjustments, including for net working capital, and also agreed to assume certain liabilities with respect to the transferred assets.

As a result of the sale of the ALZET product line, the operating results from the Company's ALZET product line have been excluded from continuing operations and presented as discontinued operations in the accompanying Statements of Operations and Comprehensive Loss for all periods presented. The results of operations and gain from discontinued operations presented below include certain allocations that management believes fairly reflect the utilization of services provided to the ALZET product line. The allocations do include interest expense of the Oxford term loan as the loan was required to pay off at the close of sale of ALZET product line for all periods presented. The allocations do not include amounts related to general corporate administrative expenses. Therefore, these results of operations do not necessarily reflect what the results of operations would have been had the ALZET product line operated as a stand-alone entity.

The components of income from discontinued operations as reported in the Company’s statements of operations were as follows (in thousands):

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Total revenues

 

$

 

 

$

1,525

 

 

$

 

 

$

2,856

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

 

 

 

 

329

 

 

 

 

 

 

617

 

Selling, general and administrative

 

 

 

 

 

406

 

 

 

 

 

 

861

 

Total operating expenses

 

 

 

 

 

735

 

 

 

 

 

 

1,478

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expenses

 

 

 

 

 

445

 

 

 

69

 

 

 

974

 

Total costs and expenses

 

 

 

 

 

1,180

 

 

 

69

 

 

 

2,452

 

Income (loss) from discontinued operations

 

 

 

 

 

345

 

 

 

(69

)

 

 

404

 

Net income (loss) per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 

 

$

0.01

 

 

$

 

 

$

0.01

 

Diluted

 

$

 

 

$

0.01

 

 

$

 

 

$

0.01

 

Weighted-average shares used in computing net (loss) income per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

31,042

 

 

 

31,038

 

 

 

31,042

 

 

 

30,838

 

Diluted

 

 

31,163

 

 

 

31,038

 

 

 

31,042

 

 

 

30,838

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table presents certain non-cash items related to discontinued operations, which are included in the Company’s statements of cash flows (in thousands):

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

2025

 

 

2024

 

2025

 

 

2024

 

Depreciation

$

 

 

$

2

 

$

 

 

$

4

 

Stock-based compensation expense

 

 

 

 

10

 

 

 

 

 

22

 

Non-cash items, net

$

 

 

$

12

 

$

 

 

$

26