Acquisition of In-Process Research and Development Assets |
3 Months Ended |
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Jul. 31, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Acquisition of In-Process Research and Development Assets | (14) Acquisition of In-Process Research and Development Assets
On July 22, 2026, the Company entered into and closed an Asset Purchase Agreement with Columbia Power Technologies, Inc. (“C-Power”), pursuant to which the Company acquired certain intellectual property, engineering materials, and developmental work related to a subsurface wave energy converter technology known as “SubWEC”. The Company also obtained a license to certain background intellectual property used in connection with the acquired technology. The acquired technology is intended to support the Company’s development of subsea power capabilities and complement its existing offshore power and autonomous maritime systems.
As consideration for the acquired assets, the Company issued restricted shares of its common stock to C-Power. The number of shares issued was determined using a contractually agreed value of $2.9 million and a trailing 30-day volume-weighted average price of approximately $ per share. The Company also paid C-Power $0.1 million in cash as reimbursement of certain expenses.
For accounting purposes, the common stock issued was measured at its acquisition-date fair value rather than the historical volume-weighted average price used to determine the number of shares issued. Based on the quoted market price of the Company’s common stock of $ per share on July 22, 2026, the shares had a fair value of approximately $2.0 million on the acquisition date. Including the $0.1 million cash payment and approximately $0.1 million of direct transaction costs, the total accounting cost of the acquisition was approximately $2.2 million.
The difference between the $2.9 million contractual reference value and the acquisition-date fair value of the shares resulted from the use of the trailing 30-day volume-weighted average price to establish the fixed number of shares issued and the subsequent change in the Company’s stock price. No gain or loss was recognized as a result of this difference.
The Company evaluated the acquired set under ASC 805, Business Combinations, and concluded that it did not constitute a business because the acquired set did not include an assembled workforce or a substantive process capable of significantly contributing to the creation of outputs. Accordingly, the transaction was accounted for as an asset acquisition.
As of the acquisition date, the acquired technology remained under development, had not reached technological feasibility and required substantive additional research, engineering, integration and testing before it could be available for its intended commercial use. The Company determined that the acquired in-process research and development assets were specific to the SubWEC development project and had no alternative future use, in other research and development projects or otherwise, at the acquisition date. Accordingly, the Company charged the entire acquisition cost of approximately $2.2 million to research and development expense during the three months ended July 31, 2026. No acquired intangible asset or goodwill was recognized in connection with the transaction.
The shares issued as consideration represented noncash consideration that is excluded from the Company’s condensed consolidated statement of cash flows. The shares were recorded as common stock and additional paid-in capital and are included in weighted-average shares outstanding for earnings-per-share purposes beginning on the July 22, 2026 issuance date.
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