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Subsequent Event
9 Months Ended
Sep. 30, 2018
Subsequent Events [Abstract]  
Subsequent Event

14. Subsequent Event

 

On November 1, 2018, the Company completed the acquisition of Thursby Software Systems, Inc.(“TSS”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, at the closing of the acquisition, the Company was obligated to pay aggregate consideration of approximately $3.1 million, consisting of (i) approximately $0.6 million in cash, net of cash acquired, and (ii) the issuance of shares of the Company’s common stock with a value of approximately $2.5 million. An aggregate of $0.5 million of the Company’s common stock issuable at the closing of the transaction will be held back for 12 months following the closing for the satisfaction of certain indemnification claims.

 

Additionally, in the event that revenue from TSS products is greater than $8.0 million, $11.0 million, or $15.0 million in product shipments in 2019, the Company will be obligated to issue earn-out consideration of up to a maximum of $7.5 million payable in shares of the Company’s common stock, subject to certain conditions.  In the event that such revenue is less than $15.0 million in 2019, but 2020 revenue from TSS products exceeds $15.0 million, the Company will be obligated to issue an additional $2.5 million in earn-out consideration payable in shares of the Company’s common stock. The maximum total earn-out consideration payable for all periods is $7.5 million in the aggregate, payable in shares of the Company’s common stock.