5. Sale of In-Store Marketing Business and Presentation as Discontinued Operations.

On August 3, 2023, the Company completed the sale of certain assets and certain liabilities relating to the Company’s In-Store Marketing Business for a price of $3,500,000 to TIMIBO LLC, an affiliate of Park Printing, Inc. (the “Buyer”) under an Asset Purchase Agreement (the “Purchase Agreement”). The Company retained accounts receivable, as well as cash, cash equivalents and marketable securities. The cash consideration for the sale was subject to a post-closing adjustment. The final purchase adjustment for the net balance was to reduce the cash consideration by $1,500,000, with the Company retaining an equal amount of cash that had been received for unexecuted programs. Under the Purchase Agreement, $200,000 was escrowed for a twelve-month period for any future claims, as defined in the Purchase Agreement, by the Buyer against the Company. The full escrowed amount was received by the Company in the year ended December 31, 2024. The results of the In- Store Marketing Business have been presented as discontinued operations for all periods presented. The benefit recorded in sales, general and administrative expense of discontinued operations of $33,000 for the six months ended June 30, 2025 and $224,000 for the year ended December 31, 2024 is due to the reduction in the accrual for sales tax due to the expiration of the statute of limitations.

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