| Summary of Purchase Consideration |
The aggregate purchase consideration in the Business Combination was $57,623, which was comprised of the following: | | | | | | | Purchase Consideration | Common and preferred shares issued (4,277 shares) | $ | 56,543 | | Assumed restricted stock units (82 RSUs) | 1,080 | | | Total purchase consideration | $ | 57,623 | |
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| Preliminary Fair Values of Assets Acquired and Liabilities Assumed |
The preliminary fair values of assets acquired and liabilities assumed on the Business Combination acquisition date are summarized as follows: | | | | | | | Purchase consideration to be allocated | $ | 57,623 | | | | | Cash | $ | 13,492 | | | Goodwill | 54,513 | | | Current assets held for sale | 20,192 | | | Total assets acquired | $ | 88,197 | | | | | Current portion of debt | (3,346) | | | Accrued liabilities | (3,397) | | | Long-term debt | (464) | | | Warrant liabilities | (3,242) | | | Current liabilities held for sale | (5,125) | | | Total liabilities assumed | $ | (15,574) | | | Total net assets acquired attributable to ChronoScale Corporation | $ | 72,623 | | | Less: Cash acquired through APLD Parent PIPE Investment (as defined below) | $ | (15,000) | | | Total net assets acquired attributable to ChronoScale Corporation, net of APLD Parent PIPE Investment | $ | 57,623 | |
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| Schedule of Assets and Liabilities Held for Sale |
Assets and liabilities held for sale were recorded at their estimated fair values less costs to sell, as presented in the following table: | | | | | | | Acquisition Date | | ASSETS | | | Current assets: | | | Accounts receivable, net | $ | 4,125 | | | Inventories | 4,562 | | | Prepaid expenses and other current assets | 1,150 | | | Property and equipment, net | 1,086 | | | Intangible assets, net | 10,950 | | | Operating lease right-of-use assets, net | 315 | | | Other assets | 369 | | | Estimated costs to sell | (2,365) | | | Total current assets held for sale | $ | 20,192 | | | | | LIABILITIES | | | Current liabilities: | | | Accounts payable | $ | 281 | | | Accrued liabilities | 1,658 | | | Operating lease liabilities, current | 321 | | | Deferred revenues, current | 1,401 | | | Deferred revenues, non-current | 1,288 | | | Operating lease liabilities, non-current | 114 | | | Other non-current liabilities | 62 | | | Total current liabilities held for sale | $ | 5,125 | |
The following table presents the major components of the financial results of the Legacy Ekso Business for the periods presented. | | | | | | | Fiscal Year Ended | | May 31, 2026 | | Revenue | $ | 385 | | | Costs and expenses: | | | Cost of revenues | 302 | | | Selling, general and administrative | 1,103 | | | Total costs and expenses | 1,405 | | Operating loss from discontinued operations | (1,020) | | | Other expense, net | — | | | Net loss from discontinued operations before income tax expense | (1,020) | | | Income tax expense | — | | | Net loss from discontinued operations | $ | (1,020) | |
The following table represents the aggregated carrying amounts of classes of assets and liabilities that are classified as held for sale on the consolidated balance sheets for the periods presented: | | | | | | | (in thousands) | May 31, 2026 | | ASSETS | | | Current assets: | | | Cash | $ | 2 | | | Accounts receivable | 3,914 | | | Prepaid expenses and other current assets | 5,604 | | | Property and equipment, net | 1,084 | | | Intangible assets, net | 10,950 | | | Operating lease right of use asset, net | 284 | | | Other assets | 368 | | | Estimated costs to sell | (2,365) | | | Total current assets held for sale | $ | 19,841 | | | | | LIABILITIES | | | Current liabilities: | | | Accounts payable | 263 | | | Accrued liabilities | 1,807 | | | Current portion of operating lease liability | 290 | | | Deferred revenue | 2,563 | | | Long-term portion of operating lease liability | 105 | | Total current liabilities held for sale | $ | 5,028 | |
The following table summarizes the net cash flows from discontinued operations of the Legacy Ekso Business for the years ended May 31, 2026, and May 31, 2025: | | | | | | | Fiscal Year Ended | | May 31, 2026 | | Net cash used in operating activities - discontinued operations | $ | (1,705) | | | Net cash used in investing activities - discontinued operations | $ | — | |
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| Summary of Pro Forma Information |
The following unaudited pro forma combined financial information presents the combined results of Cloud and Ekso Bionics Holdings, Inc. as if the Business Combination had occurred on June 1, 2024, the beginning of the comparable prior annual reporting period: | | | | | | | | | | | | | Year Ended May 31, 2026 | | Year Ended May 31, 2025 | | Pro forma revenue | $ | 83,169 | | | $ | 99,027 | | | Pro forma net loss | $ | (66,233) | | | $ | (87,107) | |
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