Business Acquisitions |
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| Business Acquisitions | Note 3 – Business Acquisitions IMGX Acquisition (subsequently rescinded) On March 13, 2024, the Company acquired ImmunogenX, Inc. (“IMGX”) pursuant to an Agreement and Plan of Merger. The transaction was accounted for as a business combination under ASC 805, with the Company identified as the accounting acquirer. On December 31, 2025, the Company completed the rescission of the IMGX transaction pursuant to a Rescission Agreement, as amended. As a result of the rescission, the Company no longer holds the assets and liabilities associated with IMGX, and IMGX is no longer a subsidiary of the Company. The Company also cancelled substantially all of the equity consideration previously issued in connection with the IMGX acquisition, including the applicable shares of common stock, Series G Preferred Stock, assumed options and assumed warrants. As of March 31, 2026, the Company had no assets or liabilities classified as held for sale related to IMGX. See Note 4 - Discontinued Operations and Assets Held for Sale. Acquisition of Grid AI Corp. On September 30, 2025, the Company completed the acquisition of Grid AI Corp. (“Grid AI”), a Nevada corporation, pursuant to a Share Exchange Agreement dated September 30, 2025, by and among the Company and the shareholders of Grid AI. Under the terms of the agreement, the shareholders of Grid AI transferred all of the issued and outstanding shares of Grid AI to the Company in exchange for equity interests of the Company. The acquisition of Grid AI was undertaken to expand the Company’s operations into AI-driven energy optimization, distributed energy resource management, battery storage and energy orchestration solutions. At closing, the Company issued to the sellers 424,348 shares of common stock and 38,801.546 shares of Series H Non-Voting Convertible Preferred Stock. The Series H Preferred Stock is convertible into an aggregate of not less than 38,801,546 shares of common stock, subject to stockholder approval, achievement of specified milestones and other conditions and adjustments set forth in the applicable certificate of designation. The combined fair value of the equity consideration issued to the sellers was estimated at approximately $27.1 million, consisting of approximately $2.1 million attributable to the common stock issued and approximately $25.0 million attributable to the Series H Preferred Stock. The Company also recognized a non-controlling interest of approximately $5.3 million, representing the estimated fair value of the 25% ownership interest in AMPX UK Holdings not owned directly or indirectly by the Company. No cash consideration was paid. Transaction costs related to the acquisition were not material and were expensed as incurred. Purchase Price Allocation The transaction was accounted for under the acquisition method of accounting in accordance with ASC 805. The preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
The purchase price allocation remains preliminary and subject to adjustment during the measurement period, which extends through September 30, 2026. During the measurement period, the Company may record adjustments to the provisional amounts recognized for assets acquired and liabilities assumed based on additional information obtained about facts and circumstances that existed as of the acquisition date. No measurement period adjustments were recorded during the three months ended March 31, 2026. The excess of the fair value of the consideration transferred over the fair value of the identifiable net assets acquired was recorded as goodwill of approximately $22.4 million. The goodwill recognized is primarily attributable to expected synergies from integrating Grid AI’s operations with the Company’s existing platform, including anticipated growth in AI-driven energy optimization solutions, expansion into new markets, workforce expertise, and assembled workforce, which do not qualify for separate recognition as intangible assets. None of the goodwill is expected to be deductible for tax purposes. All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values are as follows:
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