v3.26.1
ACQUISITION OF LNHC, INC. (Tables)
6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Consideration in Merger The total merger consideration was determined to have a fair value of $39,410, calculated as follows:
Shares of Series A Preferred Stock issued in the Merger Agreement (1)31,278 
Series A Preferred Stock per share price (2)$1,260 
Total merger consideration$39,410 
(1)Represents the number of shares of the Company’s Series A Preferred Stock issued to LNHC’s shareholders based on the exchange ratio as set forth in the Merger Agreement.
(2)As the Company’s Series A Preferred Stock was immediately convertible into the Company’s common stock at a ratio of 1 to 100, the fair value estimate of the Company’s Series A Preferred Stock is calculated as the closing Company common stock price on June 30, 2025 multiplied by 100.
Schedule of Tangible and Intangible Assets Acquired and Liabilities Assumed
The Company finalized the allocation of the consideration transferred to the tangible and intangible assets acquired and liabilities assumed of LNHC as of July 1, 2025, based on their estimated fair values, including measurement period adjustments recorded during the measurement period. The final allocation of the consideration transferred is as follows:
Cash and cash equivalents$2,761 
Accounts receivable48 
Inventory26,203 
Prepaid expenses and other current assets1,189 
Intangible assets33,200 
Property and equipment10,633 
Operating lease right-of-use assets3,595 
Other assets65 
Accounts payable(1,562)
Accrued liabilities(9,201)
Short-term Bridge loan(18,785)
Deferred revenue, current portion(1,072)
Operating lease liabilities, current portion(625)
Deferred revenue, long-term portion(1,763)
Operating lease liabilities, long-term portion(2,970)
Deferred tax liability(7,387)
Other long-term liabilities(19,600)
Fair value of net assets acquired14,729 
Goodwill24,681 
Consideration transferred$39,410 
Schedule of Pro Forma Information
The pro forma financial information has been calculated after applying the Company’s accounting policies and includes adjustments for transaction-related costs:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Total revenue$15,603 $317 $26,509 $611 
Net loss$(23,417)$(20,410)$(48,490)$(29,889)