Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events | |
| Subsequent Events | 21. Subsequent Events
Business Combination
Acquisition of Estech Systems, LLC.
On February 27, 2026, the Company entered into an Acquisition Agreement with Estech Systems, LLC, a Texas limited liability company (“ESI”). The Company shall acquire from Seller one hundred percent (100%) of the membership interests of ESI in exchange for (i) a cash payment at closing in the amount of $27.3 million, and (ii) 1,159,638 shares of the Company’s common stock, par value $0.001 per share. The Company Shares shall be issued pursuant to a valid exemption from registration under the Securities Act of 1933, as amended. Shares issued in the transaction shall be fully restricted for a period of 6 months from the date of issuance and subject to lock-up thereafter. Pursuant to the lock-up agreement, after 6 months, 50% of the shares will be permitted to be sold, with an additional 50% permitted to be sold after 12 months. On March 1, 2026, the Company closed the transaction, and the Company issued the seller cash consideration of $27.3 million, and 1,159,638 shares of the Company’s common stock, par value $0.001 per share valued at $6.64 per share, for an aggregate purchase price of approximately $35.0 million.
Because the acquisition occurred subsequent to December 31, 2025, no results of operations of ESI are included in our consolidated statements of operations for the year ended December 31, 2025. The Company incurred $51 and $0 of acquisition related costs for the years ended December 31, 2025 and 2024, respectively, which are reflected in general and administrative costs in the consolidated statement of operations. The acquisition qualifies as a significant business combination and will be accounted for using the acquisition method of accounting. |