Asset Acquisition

3 Months Ended

Mar. 31, 2026

Note 10—Asset Acquisition

On March 17, 2026, the Company completed the acquisition of Rendiatech Ltd. The transaction was accounted for as an asset acquisition under ASC 805-50 because the acquired set did not meet the definition of a business.

Consideration Transferred (in thousands):


Description	Amount
Cash paid at closing	$	149
Less: Cash acquired		(24	)
Net cash consideration		125
Fair value of common stock issued (150,000 shares)		162
Transaction costs capitalized		203
Additional cash payments		313
Total consideration transferred	$	803

Assets Acquired and Liabilities Assumed (in thousands):


Description	Fair Value
Inventory	$	50
In-process R&D		757
Non-compete agreements		27
Liabilities assumed		(31	)
Net assets acquired	$	803

The IPR&D asset had no alternative future use in its acquired form and was charged to research and development expense immediately ($757 thousand) in accordance with ASC 730-10-25-2. The non-compete agreements are being amortized over their three-year estimated useful lives.

There were no operations from the acquired Rendiatech assets between the acquisition date and March 31, 2026. The transaction was not material to the Company’s results of operations or cash flows.

The additional cash payments represent $125 thousand due on or prior to December 31, 2026 and $250 thousand due on the earlier of a defined commercial regulatory clearance date or December 31, 2027. The payments were discounted to fair value as of the acquisition date.

In connection with the asset acquisition, the Company is obligated to pay an earnout royalty payment equal to 9% of gross sales by the Company on the sale of the commercialized products, not to exceed $2 million. The Company determined the earnout was considered a post-acquisition cost and will recognize expense once a payment amount is considered probable and reasonably estimable.

As of March 31, 2026, the net carrying amount of acquired intangible assets from the Rendiatech transaction was $27 thousand (non-compete agreements, net of amortization). The Company’s separately capitalized website intangible is included in the total Intangible assets, net balance of $112 thousand.