Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 17. Subsequent Events The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The following events were noted: Agreement to Sell The Floow Limited Shares On February 27, 2026, the Company entered into a sale and purchase agreement with The Floow Holdings Limited to purchase its 3,000,000 preference shares of The Floow Limited (see Note 3) for $1,700 in cash. In connection with the transaction, the parties signed a settlement agreement which releases the Company from claims on the contingent purchase consideration liability (see Note 5). The transaction is expected to close in April 2026. 2022 Convertible Notes Amendment On March 12, 2026, the Company entered into an omnibus amendment (the “2022 Convertible Notes Amendment”) with the 2022 Convertible Noteholders. Pursuant to the 2022 Convertible Notes Amendment and conditioned on the closing of the Merger on or before July 31, 2026, the Company agreed to pay the 2022 Convertible Note Holders the aggregate principal amount of the 2022 Convertible Notes, plus all accrued and unpaid interest through March 31, 2026, totaling $6,600 in the aggregate, plus (i) an amendment fee equal to 2.0% of the aggregate principal amount of the series of 2022 Convertible Notes, such amount being equal to $85 in the aggregate, plus (ii) a closing fee of $1,000. In exchange, the 2022 Convertible Note Holders agreed (i) that all obligations under the 2022 Convertible Notes shall be paid in full, released and discharged, (ii) to forgive interest that would otherwise accrue on the 2022 Convertible Notes during the period between March 31, 2026, and July 31, 2026 and (iii) to waive a provision of the 2022 Convertible Notes requiring a premium to be paid in connection with a sale of the Company. Proposed Agreement and Plan of Merger On March 13, 2026, the Company entered into a Merger Agreement with Agero, Inc. (“Parent”) and Medford Hawk, Inc. (“Purchaser”), which provides for, among other things: (i) the acquisition of all of issued and outstanding Common Stock through a cash tender offer (“Offer”) by Purchaser, for a price per share of the Common Stock of $5.50, payable in cash at closing, without interest and subject to any required withholding of taxes, and after satisfaction of outstanding indebtedness; and (ii) after the completion of the Offer, the satisfaction or waiver of certain conditions set forth in the Merger Agreement and in accordance with the General Corporation Law of the State of Delaware, the merger of Purchaser with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, without a meeting or vote of our stockholders. The closing of the Merger is subject to certain conditions, including (i) that prior to the expiration of the Offer, at least a majority of the then-outstanding Common Stock will be validly tendered and not validly withdrawn in accordance with the terms of the Offer; (ii) no Governmental Authority (as defined in the Merger Agreement) shall have enacted, issued or promulgated any law that is in effect as of immediately prior to the expiration of the Offer or issued or granted any orders or injunction that is in effect as of immediately prior to the expiration of the Offer, in each case, which has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Transactions; (iii) the accuracy of the representations and warranties made by the Company in the Merger Agreement, subject to specified materiality qualifications; and (iv) compliance by the Company with its covenants under the Merger Agreement in all material respects. The obligations of Parent and Purchaser to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing condition. The Merger is expected to close in the first half of 2026. Highbridge Term Loan Amendment On March 13, 2026, the Company entered into the Ninth Amendment to Loan and Security Agreement (the “Ninth Amendment”) which amends the Highbridge Term Loan to, among other things, (i) temporarily reduce the Minimum Liquidity Amount (as defined in the Ninth Amendment), from $5,000 to $2,000 until the earliest of (a) July 31, 2026, (b) the date on which the Merger Agreement is amended, terminated or otherwise modified in a manner materially adverse to the Company or the loan parties and (c) the date of occurrence of an Event of Default, (ii) extend the maturity date thereunder from July 31, 2026 to November 28, 2026 and (iii) provide for the payment of an amendment fee in an amount of 2% of the aggregate outstanding principal of the term loan. The Ninth Amendment also provides for the waiver of (a) any interest accruing on the Term Loans from March 31, 2026 until the date of repayment of the Term Loans, and (b) the Amendment Fee, under certain conditions. MidCap Financial Revolving Credit Facility Amendment On March 13, 2026, the Company entered into Amendment No. 1 to the MidCap Credit Agreement (the “MidCap Amendment”) to, among other things, (i) temporarily reduce the Minimum Liquidity Amount (as defined in the MidCap Credit Agreement), from $5,000 to $2,000 until the earliest of (a) the consummation of the Merger, (b) the date of occurrence of any Event of Default (as defined in the MidCap Credit Agreement) and (c) July 31, 2026. The maturity date under the MidCap Credit Agreement is the earlier of: (a) February 26, 2028 or (b) 120 days prior to the maturity of the Highbridge Term Loan. Upon the effectiveness of the MidCap Amendment and the Ninth Amendment, the MidCap Credit Agreement will mature on July 31, 2026. The MidCap Amendment also provides for a $250 amendment fee, payable in five equal installments. Nasdaq Delisting On March 16, 2026, the Nasdaq Hearings Panel notified the Company of the Panel’s determination that the Company’s securities would be delisted from the Nasdaq Stock Market LLC (“Nasdaq”). Trading of the Company’s securities on Nasdaq was suspended at the open of trading on March 18, 2026. The delisting will become effective 10 days after Nasdaq files a Form 25 Notification of Delisting with the SEC. The Company’s Common Stock is traded on the OTCQB under the symbol “ULYX”. |