Note 4. Customer Incentive Asset

In August 2026, the Company entered into a Master License and Services Agreement (MLSA) with Qintess Holding e Participações Ltd. (“Qintess”), under which Qintess agreed to purchase a minimum of $6,500 thousand of the Company’s AI software and services over a three-year term. In connection with this agreement, the Company agreed to issue up to 1,250,000 shares of its common stock to Qintess as consideration for its execution of the agreement and commitment to the minimum spend.

Of the 1,250,000 shares, 750,000 shares (Tranche 1) were issued on August 21, 2026 and are unconditional. The shares issued represent an upfront, non-refundable payment made to Qintess for entering into the MLSA and are not contingent on future purchases. They were recorded as a customer incentive asset at a grant-date fair value of $578 thousand. The remaining 500,000 shares (Tranches 2 and 3) vest on the later of (i) Qintess achieving cumulative purchases of goods and services of $4,500 thousand and $6,500 thousand, respectively, and (ii) the second and third anniversary of the effective date, respectively. Achievement of these thresholds was not probable as of September 30, 2026, and accordingly no amount has been recognized for these tranches.

The shares are not issued in exchange for a distinct good or service and are therefore accounted for as consideration payable to a customer. They are recorded as a customer incentive asset at grant-date fair value. As of September 30, 2026, no revenue had been recognized under the MLSA and further the asset is amortized on a straight-line basis over 36 months, the MLSA initial term, as a reduction of revenue. Management considers this a reasonable approximation of the pattern in which services will be transferred. The asset is assessed for recoverability at each reporting date, and any unrecoverable amount is expensed. During the quarter ended September 30, 2026, amortization of $22 thousand was recorded as a reduction of revenue. The net carrying amount was $557 thousand, of which $193 thousand is current and $364 thousand is non-current.