v3.26.1
Capital Structure: Class A Redeemable Preferred Stock
6 Months Ended
Jun. 30, 2026
Capital Structure: Class A Redeemable Preferred Stock  
Capital Structure: Class A Redeemable Preferred Stock
3. Capital Structure: Class A Redeemable Preferred Stock


On July 18, 2025, following the Board of Directors' authorization on June 20, 2025, filing of the Certificate of Designation on June 24, 2025, and Nasdaq Corporate Data Operations approval on July 11, 2025 (the record date), the Company issued 2,069,065 shares of Class A Redeemable Preferred Stock as a one-time special stock dividend to holders of common stock and common stock equivalents of record as of  the record date, consisting of one Class A share for each common share and common stock equivalent then outstanding. The Class A shares had a par value of $0.001 per share and ranked senior to common stock.


Pursuant to the Certificate of Designation, the Class A shares were mandatorily redeemable upon an Asset Sale for 100% of the net proceeds as defined therein, subject to a minimum of the par value of $0.001 per share. The closing of the Asset Sale to Biamp Systems, LLC on October 24, 2025 triggered the mandatory redemption obligation and rendered it unconditional. Accordingly, the Class A Redeemable Preferred Stock was reclassified from temporary equity to a current liability in accordance with ASC 480-10-S99 and was subsequently measured at the amount expected to be paid, with changes in the estimated redemption amount recognized in discontinued operations.


The net proceeds of the Asset Sale, after permitted expenses and net asset recoveries, were not sufficient to provide any distribution to holders of the Class A Redeemable Preferred Stock in excess of par value. The estimated redemption obligation was accordingly reduced from $758 at the date of reclassification to $50 as of December 31, 2025, and further to $2 as of March 31, 2026. The $48 adjustment recognized during the three months ended March 31, 2026 is included in the six months ended June 30, 2026. No remeasurement was recognized during the three months ended June 30, 2026.

 

On April 10, 2026, the Board of Directors approved the redemption of all 2,069,065 outstanding shares of Class A Redeemable Preferred Stock. The redemption was completed on April 21, 2026 at the par value of $0.001 per share, for aggregate consideration of $2, and all Class A shares were cancelled upon redemption. Holders of the Class A Redeemable Preferred Stock received no distribution of Asset Sale proceeds.

 

No shares of Class A Redeemable Preferred Stock were issued or outstanding as of June 30, 2026. As of December 31, 2025, 2,069,066 shares were authorized and 2,069,065 shares were issued and outstanding, with a redemption payable of $50 recorded as a current liability.

 

The Class A Redeemable Preferred Stock participated only in liquidation or sale proceeds and did not receive dividends other than the redemption amount. It was excluded from the computation of diluted earnings per share as anti-dilutive for all periods in which it was outstanding. See Note 7 — Income (Loss) per Share.