Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Note 11. Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than disclosed below or within these unaudited condensed consolidated financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
Conversion of Preferred Stock and Effects on Stockholders’ Equity
In July 2026, certain holders of the Series A Convertible Preferred Stock converted shares at a conversion price of $7.92 into shares of common stock.
Purchase Agreement
On June 10, 2026, the Company entered into a purchase agreement (“Purchase Agreement”) with FireFish Topco LLC (the “Seller and collectively with its Subsidiaries as identified in the Purchase Agreement, “Sellers”) pursuant to which the Company purchased all of the equity interests in certain of the Seller’s subsidiaries and all of the assets and liabilities of other Business Entities (see Note 6. Commitments and Contingencies) for an amount equal to (i) $30,000,000 the Purchase Price plus (ii) $800,000 in respect of deferred revenue of the Business Entities minus (iii) any income tax liabilities of the Transfer Entities minus (iv) indebtedness of the Transfer Entities and was funded with cash on hand. The closing date of the acquisition was August 6, 2026. (see below Escrow and Closing Agreement and Working Capital Financing: Note Purchase Agreement).
On August 6, 2026, the Company entered into an Escrow and Closing Agreement (see below) pursuant to which the parties acknowledged and agreed that all conditions to the closing of the transactions per the Purchase Agreement had been satisfied.
As a result of the limited time since the acquisition date and the effort required to conform the financial statements to the Company’s practices and policies, the initial accounting for the business combination is incomplete at the time of this filing. As a result, the Company is unable to provide the amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed.
Escrow and Closing Agreement
On August 6, 2026, the Company and FireFish TopCo, LLC (the “Seller”) entered into an Escrow and Closing Agreement (the “Closing Agreement”), pursuant to which the parties acknowledged and agreed that all conditions to the closing of the transactions contemplated by the Purchase Agreement (see Note 6. Commitments and Contingencies) (the “Closing”) had been irrevocably satisfied or irrevocably waived by the party entitled to the benefit thereof, and that all Transaction Documents, certificates and other deliverables required to effect the Closing (collectively, the “Closing Documents”) had been duly executed and irrevocably delivered by the parties and were being held in escrow by the parties (or their respective counsel) pending automatic release as described below.
According to the Closing Agreement, the Closing Documents will be automatically released from escrow without any further action, and the Closing will be deemed to occur automatically and without any further action, immediately upon payment by the Company to the Seller of the Closing Purchase Price in accordance with the closing statement delivered by the Seller to the Company on July 28, 2026 under the Purchase Agreement.
The Company has agreed to immediately pay the Closing Purchase Price to the Seller upon receipt of funds from its debt financing source (the “Financing”). The Closing Agreement provides that the Financing is not, and was not, a condition to the Closing, that the Seller entered into the Closing Agreement as an accommodation to the Company and without prejudice to the Seller’s rights (including its right to terminate the Purchase Agreement pursuant to Section 9.01(c) or Section 9.01(e) thereof to the extent the Closing does not promptly occur after July 31, 2026), and that the Company will use reasonable best efforts to obtain the Financing so as to enable it to pay the Closing Purchase Price as promptly as possible.
Working Capital Financing; Note Purchase Agreement
On July 31, 2026, the board of directors of the Company (the “Board”) adopted resolutions by written consent authorizing the Company to issue convertible promissory notes (the “Notes”) pursuant to a Convertible Promissory Note Purchase Agreement, dated as of August 6, 2026 (the “Note Purchase Agreement”), by and among the Company and the investors named therein (the “Investors”). Pursuant to the Note Purchase Agreement, the Company will issue and sell to the Investors Notes in an aggregate principal amount of $3,750,000, for an aggregate purchase price of $3,000,000, reflecting an original issue discount of 20% (the “Working Capital Transaction”). The proceeds of the Working Capital Transaction are intended to provide additional working capital for the Company’s business and to allow for flexibility to pursue future growth opportunities that the Company may identify in the future.
The Board ratified, confirmed, consented to and approved the Company’s entry into the Note Purchase Agreement and authorized the Company’s officers to negotiate, execute, deliver and perform the Note Purchase Agreement and related ancillary documents, and to issue the Conversion Shares (as defined below) upon conversion of the Notes.
The Notes are convertible into shares of the Company’s common stock, par value $ per share (the “Conversion Shares”), in accordance with the terms of the Notes. The conversion price applicable to the Notes is $8.00 per share.
RBW Capital Partners LLC acted as exclusive financial advisor to the Company in connection with the foregoing transactions. Any securities or brokerage services were offered through Dawson James Securities, Inc. RBW received a placement agency fee equal to 8% of the purchase price and non-accountable expenses in the amount of 1%.
Management Services Agreement
A Management Services Agreement (the “Agreement”) was entered into on May 10, 2026, between the Company and Lakewood Capital, LLC (“Lakewood”) becoming effective on the closing date of the acquisition of the Drivers Control Systems (“DCS”) business of Dura Automotive (the “Dura Transaction”), August 6, 2026, (the “Effective Date”) (see Escrow and Closing Agreements above). The term of the Agreement is for a period of five years from the Effective Date.
The Management Services to be provided during the term of the Agreement include consultation in connection to the DCS operations with respect to the development and implementation of strategies for improving operating, engineering, manufacturing, marketing, and/or financial performance of the Company, its subsidiaries or affiliates. In consideration of the Management Services, the Company will pay Lakewood a closing fee of $500,000 and reimbursement of out-of-pocket expenses not to exceed $200,000 in connection with closing the Dura Transaction. Additionally, the Company will pay Lakewood an aggregate annual management fee equal to 5% of Adjusted EBITDA which means for any period, consolidated earnings before interest, taxes, depreciation, and amortization adjusted to exclude extraordinary items, non-recurring items and other agreed upon items, with an annual cap of $1,000,000 ( the “Annual Management Fee”) with quarterly payments of $250,000 paid (January 1, April 1 and July 1) with final payment on October 1 to be approved by the audit committee of the Board of Directors equal to the difference between 5% Adjusted EBITDA and the $750,000 already paid.
In addition, Lakewood will receive 15% of the equity of DCS within 10 days upon the closing of the DCS Transaction, that vests monthly over a two-year period which is currently estimated at approximately $4,500,000 based on the purchase price of $30,000,000. Lakewood also has the opportunity to receive additional liquidity for DCS by receiving a staggered (tranche-based) put option on its 15% of the DCS equity. No exercise of the put may be effected during the first two years after the closing of the Dura Transaction. After the end of year two, Lakewood has the option to sell up to 5% of the DCS equity in any twelve month period subject to a ninety day notice. The put would be payable in cash or Company stock or a combination thereof that would be mutually acceptable to both Lakewood and the Board. The same terms would be applicable to each subsequent year as long as no put exceeds 5% of DCS equity. Valuation of DCS in connection with exercising a put option will be calculated by using a pro-rata share of EBITDA generated by DCS adjusted for certain market adjustments. After adjusting for debt, Lakewood would be able to exercise their put option at a 15% discount to the implied equity value of the DCS subsidiary. |