Note 19 – Discontinued Operations

Held-for-Sale Classification

During December 2025, management committed to a plan to dispose of the Inpixon Business and initiated an active program to identify potential buyers. The Inpixon Business was available for immediate sale in its present condition, and the sale was considered probable and expected to be completed within one year. Accordingly, as of December 31, 2025, the Company classified the assets and liabilities of the Inpixon Business as held for sale in accordance with ASC 360-10.

Beginning in December 2025, the Company ceased depreciation and amortization of long-lived assets associated with the Inpixon Business.

The disposition represents a strategic shift that will have a major effect on the Company’s operations and financial results. Accordingly, the results of the Inpixon Business are presented as discontinued operations in the consolidated financial statements for all periods presented in accordance with ASC 205-20.

Disposition of the Inpixon Business

On February 3, 2026 (the “Signing Date” and “Closing Date”), the Company completed the disposition of its Inpixon Business pursuant to a Share Purchase and Transfer Agreement (the “SPA”) entered into with EVO 467. GmbH (the “Purchaser”). Pursuant to the SPA, the Company sold all of the shares of Inpixon GmbH for a purchase price of EUR 4,640,000 (approximately $5.5 million based on the exchange rate on the Signing Date), subject to the terms described below.

Inpixon GmbH is the sole shareholder of Aware RTLS, Inc. and IntraNav GmbH. The Inpixon Business, which provides indoor positioning, real-time localization and sensor technology solutions, was conducted through Inpixon GmbH.

Measurement and Impairments

Upon classification as held for sale in December 2025, the disposal group was measured at the lower of its carrying amount or fair value less costs to sell in accordance with ASC 360.

During the year ended December 31, 2025, the Company recognized total impairment charges of approximately $10.5 million related to the Inpixon Business, consisting of:

Goodwill Impairment

During 2025, the Company identified triggering events related to the Inpixon Business, including continued operating losses, negative cash flows, declining revenue trends, and management’s decision to pursue disposition of the business.

The Company performed a quantitative goodwill impairment test and determined that the carrying amount of the reporting unit exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of approximately $4.0 million during 2025.

In December 2025, upon classification of the disposal group as held for sale, the Company measured the disposal group at fair value less costs to sell in accordance with ASC 360. Based on this measurement, the Company recorded an additional impairment charge of approximately $5.9 million, which was allocated entirely to goodwill.

The fair value estimate was primarily based on the expected transaction value from the sale of the Inpixon Business, adjusted for expected recoveries of certain accounts receivable retained by the Company and liabilities economically retained by the Company.

Intangible Asset Impairment

During 2025, the Company also evaluated long-lived assets for recoverability in accordance with ASC 360. As a result, the Company recorded impairment charges totaling approximately $0.6 million, consisting of:

The fair value of the affected asset groups was determined using an income approach based on estimated future cash flows. These fair value measurements represent non-recurring Level 3 measurements within the fair value hierarchy.

Presentation

All impairment charges related to the Inpixon Business are included in loss from discontinued operations in the consolidated statements of operations.

Major Classes of Assets and Liabilities Held for Sale

The carrying amounts of the major classes of assets and liabilities classified as held for sale as of December 31, 2025 and 2024 were as follows (in thousands):

Intercompany balances between the Company and the Inpixon Business were eliminated in consolidation.

Results of Discontinued Operations

The following table presents the results of discontinued operations for the years ended December 31, 2025 and 2024 (in thousands):

Cash Flows from Discontinued Operations

The following table presents the major classes of cash flows related to discontinued operations (in thousands):

Terms of the Disposition

The Purchase Price of EUR 4,640,000 bears interest at 5% per annum from the Signing Date until the fourth anniversary of the Closing Date. The Company has the right (the “Unwind Option”) to require the Purchaser to transfer back all shares of Inpixon and its subsidiaries during a specified future period for no consideration by the Company. If exercised, all unpaid amounts of the Purchase Price will be forgiven. If not exercised within the specified period, the unpaid Purchase Price will also be forgiven.

Immediately prior to closing, the Company eliminated a shareholder loan with an outstanding principal balance of approximately EUR 13.2 million (approximately $15.6 million) through a combination of capital contribution and waiver.

The Company evaluated the Unwind Option in accordance with ASC 810-10-40, Consolidation—Deconsolidation, and concluded that control of the Inpixon Business transferred to the Purchaser upon closing. Based on management’s evaluation of the facts and circumstances surrounding the transaction, including the Purchaser’s business plan and other qualitative considerations, the likelihood of exercise of the Unwind Option is considered remote. Accordingly, the transaction was accounted for as a completed sale and the Inpixon Business was derecognized as of the Closing Date.

The Company has no continuing involvement in the operations of the Inpixon Business following the Closing Date. The Purchase Price terms, including the potential forgiveness provisions, were considered in the Company’s assessment of whether the transaction qualified for sale accounting.

As part of the classification of the Inpixon Business as held for sale in December 2025, the Company measured the disposal group at the lower of its carrying amount or estimated fair value less costs to sell. This resulted in the carrying value of the disposal group being written down to approximate the anticipated economic proceeds from the transaction, which reflect the negotiated purchase price, expected recoveries of receivables retained by the Company, and liabilities economically retained by the Company.