v3.26.1
Business Combination and Asset Purchase (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Purchase Consideration
A summary of the purchase consideration follows:
Cash$7,500 
Closing Stock Consideration10,283 
Convertible Notes9,717 
Total purchase price consideration$27,500 
Schedule of Purchase Price Allocation
The final purchase price and purchase price allocation of assets acquired and liabilities assumed follows:
Unbilled receivable$300 
Inventory163 
Other assets202 
Equipment275 
Intangible assets8,870 
Goodwill19,135 
Accrued expenses(104)
Loan for purchase of equipment (141)
Deferred revenue(1,200)
Total purchase consideration$27,500 
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed at the acquisition date:
Cash$51 
Accounts receivable396 
Prepaid expenses39 
Other receivable2 
Right of use asset87 
Property and equipment231 
Intangible assets5,490 
Goodwill8,150 
Accrued expenses(271)
Right of use liability(87)
Accounts payable(88)
Total$14,000 
Schedule of Acquired Intangible Assets, Useful Lives and Preliminary Estimate Of Fair Value
The acquired intangible assets, useful lives and a final estimate of fair value at the acquisition date follows:
Useful Life (years)Fair Value
Tradename10$900 
Customer relationships105,160 
Internal use technology42,810 
Total$8,870 
The acquired intangible assets, useful lives and a final estimate of fair value at the acquisition date follows:
Useful Life (years)Fair Value
Tradename5$170 
Customer relationships54,080 
Internal use technology31,240 
Total$5,490 
Schedule of Pro Forma Information Had the acquisition occurred on January 1, 2025, consolidated pro forma revenue, net loss and net loss per common share, basic and diluted would have been as follows:
Pro Forma (Unaudited) for the three months ended June 30,
Pro Forma (Unaudited) for the six months ended June 30,
2026202520262025
Net revenue$5,701 $2,792 $9,170 $3,675 
Net loss(88,228)(37,494)(140,943)(47,881)