v3.26.1
Business Combination
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combinations
On March 27, 2026, the Company purchased the assets of Apium, Inc. and Apium Swarming Robotics, Inc. and created a new subsidiary called Apium Swarming Technologies, Inc. (“Apium”) to deepen the Company's ability to deliver intelligent, adaptive unmanned systems that enable coordinated operations in contested and communication-degraded environments. The Company acquired substantially all of the assets, as well as the related inputs and processes, and accordingly accounted for the transaction as a business combination. The aggregate consideration transferred for the acquisition was $19.8 million, consisting of $6.8 million comprised of 536,423 shares of common stock, and contingent consideration valued at $13.0 million. The purchase price included a $1.0 million holdback for indemnification purposes to be released 18 months following the closing date and will be settled in equity. In addition, the agreement provides for contingent consideration consisting of two earnout payments that will be settled with equity: the first earnout opportunity, in the amount of $2.0 million, is tied to the achievement of technical milestones and is expected to be completed within the first year post-closing, while the second earnout amount can be achieved contingent upon revenue performance and is
based on results achieved by the two-year anniversary of the closing date. The second earnout, if any, equals four times qualifying revenue (subject to a minimum threshold of $5.3 million and a maximum of $31.5 million), less the base purchase price and any amounts paid under the first earnout.
Goodwill for Apium is ascribed to validated deployment partnerships, expected synergies and assembled workforce expertise. The Company has reported net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized.
The summary of the purchase price and its related allocation at fair market value is as follows (in thousands):
Shares issued$6,802 
Acquisition consideration payable12,997 
Total Purchase Price19,799 
Assets acquired
Brand name1,840 
Proprietary technology4,108 
Goodwill13,851 
Total assets acquired19,799 
Total fair value of net assets acquired$19,799 
Proprietary technology is included in intangible assets on the condensed consolidated balance sheets. Proprietary technology is being amortized over seven years. Brand name is not amortized but reviewed for impairment on a quarterly basis and formally evaluated at year end. The excess of the purchase price above the net assets acquired was recorded as goodwill, which is reviewed quarterly and formally evaluated at year end or more often if indicators exist.
On May 19, 2026, the Company closed the acquisition of Quaze Technologies Inc. ("Quaze") to continue to develop and scale its wireless power architecture. The Company acquired all of the outstanding shares of Quaze and accounted for the transaction as a business combination. The aggregate consideration transferred for the acquisition was $21.3 million, consisting of $16.4 million comprised of 1,923,308 shares of common stock, a $0.2 million adjustment holdback and a $3.8 million holdback for indemnification purposes (recorded at an estimated fair value of $3.5 million) to be released 12 months following the closing date and will be settled in equity. In addition, the agreement provides for contingent consideration consisting of three earnout payments that will be settled with equity: the first earnout opportunity, in the amount of $2.5 million, is tied to the achievement of technical milestones and is based on results achieved by the two-year anniversary of the closing date. The second earnout opportunity, in the amount of $1.25 million, can be achieved contingent upon revenue performance and is based on results achieved by the two-year anniversary of the closing date. The second earnout will not be paid if qualifying revenue is below $5.0 million, and will be paid in full if qualifying revenue equals or exceeds $8.0 million. If qualifying revenue is between $5.0 million and $8.0 million, the payment is calculated on a straight-line basis. The third earnout opportunity, in the amount of $1.25 million, can be achieved contingent upon gross margin performance and is based on results achieved by the two-year anniversary of the closing date. The third earnout will not be paid if gross margin eligible revenue is less than $3.5 million, and will be paid in full if gross margin eligible revenue equals or exceeds $5.6 million. If gross margin eligible revenue is between $3.5 million and $5.6 million, the payment is calculated on a straight-line basis.
Goodwill for Quaze is ascribed to validated deployment partnerships, expected synergies and research and development expertise. The Company has reported net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized. In connection with the initial purchase price allocation, the Company recognized a deferred tax liability of $2.6 million with a corresponding increase to Goodwill, representing a non-cash adjustment with no impact on the consolidated statement of cash flows.
The summary of the preliminary purchase price and its related allocation at fair market value is as follows (in thousands):
Shares issued$16,444 
Acquisition consideration payable4,457 
Cash paid448 
Total Purchase Price$21,349 
Assets acquired
Cash21 
Accounts receivable32 
Operating lease right-of-use assets79 
Prepaid expenses and other current assets665 
Proprietary technology8,121 
Brand name1,316 
Non-compete agreements754 
Goodwill13,733 
Total assets acquired24,721 
Liabilities assumed
Accounts payable and accrued expenses93 
Debt obligations560 
Deferred tax liability2,629 
Operating lease liabilities90 
Total liabilities assumed3,372 
Total fair value of net assets acquired$21,349 
The purchase price and its related allocation at fair market value are preliminary and subject to adjustment pending the completion of the valuation and applicable international tax analysis. Brand name, non-compete agreements, and proprietary technology are included in intangible assets on the condensed consolidated balance sheets. Proprietary technology and non-compete agreements are being amortized over six years. Brand name is not amortized but reviewed for impairment on a quarterly basis and formally evaluated at year end. The excess of the purchase price above the net assets acquired was recorded as goodwill, which is reviewed quarterly and formally evaluated at year end or more often if indicators exist.