Subsequent Events	3 Months Ended
Mar. 31, 2026
Subsequent Events
Subsequent Events	17. Subsequent events Acquisition of NIRLAB SA On May 4, 2026 (the “Closing Date”), the Company completed its acquisition of NIRLAB SA, a corporation organized under the laws of Switzerland (“NIRLAB”), and its wholly owned subsidiary, NIRLAB Forensics Sàrl, a limited liability company organized under the laws of Switzerland (together with NIRLAB, the “NIRLAB Group”), pursuant to a Share Purchase Agreement (the “Purchase Agreement”) with Florentin Coppey, Pierre Esseiva, Matteo Delbrück, Parkview Invest AG and Matthieu Girod (each a “Seller” and collectively, the “Sellers”) and NIRLAB. The NIRLAB Group develops near-infrared spectroscopy solutions for instant material identification. Under the Purchase Agreement, the Sellers sold all outstanding registered shares of NIRLAB (the "NIRLAB Shares"), constituting the entire issued share capital of NIRLAB, to the Company. Pursuant to the Purchase Agreement, the Sellers agreed to sell and transfer to the Company, on the Closing Date, all of the issued and outstanding NIRLAB Shares in exchange for a preliminary consideration payable by the Company on the Closing Date with a headline price of $15,000,000, comprised of (x) $13,000,000 in cash (the “Cash Consideration”) and (y) 293,368 shares of common stock of the Company, par value $0.001 per share (the “Stock Consideration”). The Cash Consideration is subject to customary adjustments. The Company withheld $1,300,000 of the Cash Consideration and 10% of the Stock Consideration (together, the “General Holdback Amount”) to secure the Sellers’ post-closing obligations under the Purchase Agreement. Subject to any outstanding claims, the General Holdback Amount shall be released to the Sellers twelve (12) months after the Closing Date. The Company will account for the acquisition of NIRLAB as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets of NIRLAB will be recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. As of May 6, 2026, the preliminary purchase price allocation related to the acquisition of NIRLAB is incomplete due to timing of the acquisition. The Company has retained an independent valuation firm to assess the fair value of the identified intangible assets and certain tangible assets acquired and liabilities assumed.

Subsequent Events

3 Months Ended

Mar. 31, 2026

17. Subsequent events

Acquisition of NIRLAB SA

On May 4, 2026 (the “Closing Date”), the Company completed its acquisition of NIRLAB SA, a corporation organized under the laws of Switzerland (“NIRLAB”), and its wholly owned subsidiary, NIRLAB Forensics Sàrl, a limited liability company organized under the laws of Switzerland (together with NIRLAB, the “NIRLAB Group”), pursuant to a Share Purchase Agreement (the “Purchase Agreement”) with Florentin Coppey, Pierre Esseiva, Matteo Delbrück, Parkview Invest AG and Matthieu Girod (each a “Seller” and collectively, the “Sellers”) and NIRLAB. The NIRLAB Group develops near-infrared spectroscopy solutions for instant material identification. Under the Purchase Agreement, the Sellers sold all outstanding registered shares of NIRLAB (the "NIRLAB Shares"), constituting the entire issued share capital of NIRLAB, to the Company.

Pursuant to the Purchase Agreement, the Sellers agreed to sell and transfer to the Company, on the Closing Date, all of the issued and outstanding NIRLAB Shares in exchange for a preliminary consideration payable by the Company on the Closing Date with a headline price of $15,000,000, comprised of (x) $13,000,000 in cash (the “Cash Consideration”) and (y) 293,368 shares of common stock of the Company, par value $0.001 per share (the “Stock Consideration”).

The Cash Consideration is subject to customary adjustments. The Company withheld $1,300,000 of the Cash Consideration and 10% of the Stock Consideration (together, the “General Holdback Amount”) to secure the Sellers’ post-closing obligations under the Purchase Agreement. Subject to any outstanding claims, the General Holdback Amount shall be released to the Sellers twelve (12) months after the Closing Date.

The Company will account for the acquisition of NIRLAB as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets of NIRLAB will be recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

As of May 6, 2026, the preliminary purchase price allocation related to the acquisition of NIRLAB is incomplete due to timing of the acquisition. The Company has retained an independent valuation firm to assess the fair value of the identified intangible assets and certain tangible assets acquired and liabilities assumed.