Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On October 16, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with AXON Networks Inc., a Delaware corporation ("AXON Networks"). Pursuant to the Asset Purchase Agreement, the Company agreed to sell, and AXON Networks agreed to buy, the Company’s Network Assurance and WiFi Management software portfolio (the “Network Assurance Business”), for a cash purchase price of $34.0 million (the “Network Assurance Business Purchase Price”). On October 25, 2024, the Company consummated the sale of the Network Assurance Business and received $30.0 million of the Purchase Price. The $4.0 million balance of the Network Assurance Business Purchase Price will be paid twelve months following the Closing. In conjunction with the sale of the Network Assurance Business, the Company has entered into an agreement (the “EdgeCo Letter 1”) with EdgeCo, whereby (i) at the Closing EdgeCo received $15.0 million of the Network Assurance Business Purchaser Price as pre-payments of the EdgeCo Loans, (ii) the Company assigned to EdgeCo all of its rights to the Guaranteed Payment, subject to the EdgeCo Loans being outstanding, and (iii) the Company agreed to continue to pay interest on the EdgeCo Loans, including the principal balance pre-paid in connection with the sale of the Network Assurance Business, until the prepayment penalty under the EdgeCo Loans has been paid in full.

On November 7, 2024, NetComm Wireless Pty Ltd., subsidiary of the Company, entered into a Business Sale Agreement (the “Business Sale Agreement”) with Lantronix, Inc., a Delaware corporation (“Lantronix”). Pursuant to the Business Sale Agreement, the Company has agreed to sell, and Lantronix has agreed to buy, the Company’s industrial internet of things business (the “IIoT Business”), for a cash purchase price of $6.5 million, less an amount equal to 70% of employee entitlements due to transferring employees (the “IIoT Business Purchase Price”). At the closing of the Company’s sale of the IIoT Business, the Company will receive the IIoT Business Purchase Price. The Closing under the Business Sale Agreement is subject to the satisfaction and/or waiver of certain conditions precedent, including obtain counterparty consents to certain key commercial contracts. In conjunction with the proposed sale of the IIoT Business, the Company has entered into an agreement (the “EdgeCo Letter 2”) with EdgeCo whereby (i) at the Closing EdgeCo will receive 50% of the IIoT Business Purchaser Price as pre-payments of the EdgeCo Loans, and (ii) the Company agreed to continue to pay interest on the EdgeCo Loans, including the principal balance pre-paid in connection with the sale of the IIoT Business, until the prepayment penalty under the EdgeCo Loans has been paid in full.