v3.26.1
BUSINESS COMBINATIONS (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Summary of the Components of the Purchase Price
The following table summarizes the components of the purchase consideration (in thousands):

Share consideration issued to TBHC shareholders (1)
$12,498 
Share consideration to TBHC's Incentive Plan (2)
1,145 
Settlement of existing TBHC indebtedness (3)
10,000 
Settlement of preexisting relationships (4)
48,246 
Total fair value of consideration paid71,889 
Fair value of previously held equity interest in TBHC (5)
8,398 
Investment in TBHC$80,287 
___________________________________________
(1)     Represents the aggregate fair value of 2,705 common shares of the Company issued directly to the sellers based on the closing trading price of the Company's common shares of $4.62 per share on April 1, 2026
(2)     Represents the aggregate fair value of 248 common shares of the Company issued in exchange for TBHC RSU equity awards that accelerated upon the change in control.
(3)     Represents the settlement of TBHC existing indebtedness
(4)     Represents the settlement of preexisting relationships comprised of 1) the settlement of Notes payable and accrued interest due to the Company of $43,732 and $473, respectively, 2) Accounts receivable from inventory sales of $3,836, and 3) Collaboration fee receivable of $205.
(5)     Represents the reported amount of the Company’s previously held interests in TBHC.
The following table summarizes the components of the purchase consideration (in thousands):

Share consideration issued to SFV Services shareholders (1)
$37,080 
Investment in SFV Services$37,080 
___________________________________________
(1)     Represents the aggregate fair value of 7,200 unregistered shares of common stock of the Company issued directly to the sellers at price of $5.15 per share, based on the closing trading price of the Company's common stock of $5.79 per share on June 30, 2026, adjusted for discount for lack of marketability.
Summary of Purchase Price Allocation to Assets Acquired and Liabilities Assumed
The Company has provisionally allocated the purchase price based on the fair values of the assets acquired and liabilities assumed at the TBHC acquisition date as follows (in thousands):

April 2, 2026
Cash and cash equivalents $— 
Inventories, net56,194 
Prepaid expenses and other current7,076 
Fixed assets, net34,128 
Goodwill63,701 
Operating lease right-of-use assets121,731 
Other long-term assets, net including securities measured at fair value2,477 
Total assets acquired285,307 
Accounts payable 53,887 
Accrued liabilities18,643 
Unearned revenue143 
Operating lease liabilities, current33,520 
Long-term debt, net6,811 
Operating lease liabilities, non-current 85,699 
Other long-term liabilities, including commitments measured at fair value6,317 
Total liabilities assumed205,020 
Net assets acquired80,287 
Less: Fair value of previously held equity interest(8,398)
Total purchase consideration transferred71,889 
Less: Cash acquired— 
Purchase price, net of cash acquired$71,889 
The Company has provisionally allocated the purchase price based on the fair values of the assets acquired and liabilities assumed at the SFV Services acquisition date as follows (in thousands):

June 30, 2026
Cash and cash equivalents$3,990 
Accounts receivable, net2,748 
Prepaid expenses and other current758 
Fixed assets, net35 
Goodwill32,295 
Operating lease right-of-use assets783 
Other long-term assets, net including securities measured at fair value140 
Total assets acquired40,749 
Accounts payable1,432 
Accrued liabilities284 
Unearned revenue1,134 
Operating lease liabilities, current214 
Operating lease liabilities, non-current569 
Other long-term liabilities, including commitments measured at fair value36 
Total liabilities assumed3,669 
Net assets acquired37,080 
Less: Cash acquired(3,990)
Purchase price, net of cash acquired$33,090 
Business Combination, Pro Forma Information
The following reflects the pro forma impact of the purchase of TBHC on the Company’s results of operations giving effect of the transaction if it had taken place on January 1, 2025 (in thousands):

Three months ended
June 30,		Six months ended
June 30,
2026202520262025
Revenue$361,159 333,786 652,732 647,037 
Net income (loss)(39,497)(31,504)(79,431)(83,240)
The following reflects the pro forma impact of the purchase of SFV Services on the Company’s results of operations giving effect of the transaction if it had taken place on January 1, 2025 (in thousands):

Three months ended
June 30,		Six months ended
June 30,
2026202520262025
Revenue$374,124 $298,003 $636,149 $543,865 
Net income (loss)(37,871)(18,249)(53,397)(56,300)