Acquisitions (Tables)
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6 Months Ended |
Jun. 30, 2026 |
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| Business Combination [Abstract] |
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| Schedule of Fair Value of Consideration Transferred |
The fair value of consideration transferred is below (in thousands): | | | | | | | Initial purchase price | $ | 110,000 | | | Less adjustments per purchase agreement for working capital and indebtedness | (1,501) | | | Preliminary purchase price | 108,499 | | | Amount paid prior to closing date | (11,000) | | | Cash consideration on closing date | $ | 97,499 | |
The fair value of consideration transferred is below (in thousands): | | | | | | | Initial cash purchase price | $ | 2,500 | | | Plus adjustments per purchase agreement for working capital | (9) | | | Equity consideration at fair value | 2,038 | | | Preliminary Purchase Price | 4,529 | | | Less: Cash Retained by Company | (58) | | | Fair value of consideration transferred | $ | 4,471 | |
The fair value of consideration transferred is below (in thousands): | | | | | | | Initial cash purchase price | $ | 48,100 | | | Plus contingent consideration paid to escrow | 20,000 | | | Plus adjustments per purchase agreement for working capital | 684 | | | Total cash payments at close | 68,784 | | | Equity consideration at fair value | 5,000 | | | Preliminary Purchase Price | $ | 73,784 | |
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| Schedule of Preliminary Purchase Price Allocation |
The preliminary purchase price is allocated to the tangible and intangible assets and liabilities of LSI based on their estimated fair values, with any excess purchase consideration allocated to goodwill as follows (in thousands): | | | | | | | Acquisition Date
Fair Values Assigned | | Assets acquired: | | | Cash and cash equivalents | $ | - | | | Accounts receivable | 3,624 | | | Inventory | 3,070 | | | Prepaid expenses and other current assets | 1,146 | | | Property and equipment | 3,246 | | | Operating lease right-of-use assets | 3,181 | | | Intangible assets | 24,144 | | | 38,411 | | | Liabilities assumed: | | | Accounts payable | 721 | | | Accrued expenses | 604 | | | Deferred revenue and contract liabilities | 1,267 | | | Other current liabilities | 913 | | | Operating lease liabilities, net of current portion | 2,268 | | | 5,773 | | | | | Total identifiable net assets acquired | 32,638 | | | Goodwill | 75,861 | | | Preliminary purchase price | $ | 108,499 | |
The preliminary purchase price is allocated to the tangible and intangible assets and liabilities of NuCrypt based on their estimated fair values, with any excess purchase consideration allocated to goodwill as follows (in thousands): | | | | | | | Acquisition Date
Fair Values Assigned | | Assets acquired: | | | Cash and cash equivalents | $ | 58 | | | Accounts receivable | 59 | | | Prepaid expenses and other current assets | 11 | | | Operating lease right-of-use assets | 22 | | | Property and equipment | 18 | | | Intangible assets | 1,018 | | | 1,186 | | | Liabilities assumed: | | | Accounts payable | 33 | | | Other current liabilities | 43 | | | 76 | | | | | Total identifiable net assets acquired | 1,110 | | | Goodwill | 3,419 | | | Preliminary purchase price | $ | 4,529 | |
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Fair Values Assigned | | Assets acquired: | | | Cash and cash equivalents | $ | - | | | Accounts receivable | 2,592 | | | Inventory | 7,720 | | | Prepaid expenses and other current assets | 185 | | | Property and equipment | 24,746 | | | Operating lease right-of-use assets | 12,812 | | | Other non-current assets | 320 | | | Intangible assets (subject to completion of valuation) | | | 48,375 | | | Liabilities assumed: | | | Accounts payable | 1,567 | | | Accrued expenses | 2,305 | | | Deferred revenue and contract liabilities | 1,492 | | | Other current liabilities | 2,231 | | | Other non-current liabilities | 1,184 | | | Operating lease liabilities, net of current portion | 12,414 | | | 21,193 | | | | | Total identifiable net assets acquired | 27,182 | | | Goodwill | 46,602 | | | Preliminary purchase price | $ | 73,784 | | | |
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| Schedule of Acquired Intangibles, Finite-Lived |
Acquired intangibles include the following: | | | | | | | | | | | | | Fair Value (in thousands) | | Useful Life in Years | | Developed technology | $ | 21,238 | | | 7 | | Tradename | 2,906 | | | 5 | | Total | $ | 24,144 | | | |
Acquired intangibles include the following: | | | | | | | | | | | | | Fair Value (in thousands) | | Useful Life in Years | | Developed technology | $ | 586 | | | 8 | | Customer Relationships | 289 | | | 16 | | Tradename | 143 | | | 7 | | Total | $ | 1,018 | | | |
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| Schedule of Pro Forma Information |
The table below presents the unaudited pro forma condensed consolidated results assuming the acquisition of LSI, NuCrypt and NHanced had occurred on January 1, 2025 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, 2026 | | QCi as Reported | | LSI Pre-Acquisition | | NuCrypt Pre-Acquisition | | NHanced Pre-Acquisition | | Total | | Total revenue | $ | 5,551 | | | $ | — | | | $ | — | | | $ | 3,525 | | | $ | 9,076 | | | Net loss | $ | (11,753) | | | $ | — | | | $ | — | | | $ | (3,229) | | | $ | (14,982) | | | | | | | | | | | | | Three Months Ended June 30, 2025 | | QCi as Reported | | LSI Pre-Acquisition | | NuCrypt Pre-Acquisition | | NHanced Pre-Acquisition | | Total | | Total revenue | $ | 61 | | | $ | 5,146 | | | $ | 149 | | | $ | 10,399 | | | $ | 15,755 | | | Net (loss) income | $ | (36,482) | | | $ | (3,578) | | | $ | (167) | | | $ | 2,398 | | | $ | (37,829) | | | | | | | | | | | | | Six Months Ended June 30, 2026 | | QCi as Reported | | LSI Pre-Acquisition | | NuCrypt Pre-Acquisition | | NHanced Pre-Acquisition | | Total | | Total revenue | $ | 9,242 | | | $ | 1,742 | | | $ | 346 | | | $ | 7,549 | | | $ | 18,879 | | | Net loss | $ | (15,803) | | | $ | (640) | | | $ | (158) | | | $ | (4,277) | | | $ | (20,878) | | | | | | | | | | | | | Six Months Ended June 30, 2025 | | QCi as Reported | | LSI Pre-Acquisition | | NuCrypt Pre-Acquisition | | NHanced Pre-Acquisition | | Total | | Total revenue | $ | 100 | | | $ | 13,619 | | | $ | 340 | | | $ | 16,445 | | | $ | 30,504 | | | Net (loss) income | $ | (19,500) | | | $ | (9,603) | | | $ | (204) | | | $ | 290 | | | $ | (29,017) | |
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