Business Combination and Asset Purchase (Tables)

3 Months Ended

Mar. 31, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Purchase Consideration

A summary of the purchase consideration follows:

Cash	$	7,500
Closing Stock Consideration	10,283
Convertible Notes	9,717
Total purchase price consideration	$	27,500

Schedule of Purchase Price Allocation

The final purchase price and purchase price allocation of assets acquired and liabilities assumed follows:

Unbilled receivable	$	300
Inventory	163
Other assets	202
Equipment	275
Intangible assets	8,870
Goodwill	19,135
Accrued expenses	(104)
Loan for purchase of equipment	(141)
Deferred revenue	(1,200)
Total purchase consideration	$	27,500

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed at the acquisition date:

Cash	$	51
Accounts receivable	396
Prepaid expenses	39
Other receivable	2
Right of use asset	87
Property and equipment	231
Intangible assets	5,490
Goodwill	8,150
Accrued expenses	(271)
Right of use liability	(87)
Accounts payable	(88)
Total	$	14,000

Schedule of Acquired Intangible Assets, Useful Lives and Preliminary Estimate Of Fair Value

The acquired intangible assets, useful lives and a final estimate of fair value at the acquisition date follows:

	Useful Life (years)	Fair Value
Tradename	10	$	900
Customer relationships	10	5,160
Internal use technology	4	2,810
Total		$	8,870

The acquired intangible assets, useful lives and a final estimate of fair value at the acquisition date follows:

	Useful Life (years)	Fair Value
Tradename	5	$	170
Customer relationships	5	4,080
Internal use technology	3	1,240
Total		$	5,490

Schedule of Pro Forma Information

Had the acquisition occurred on January 1, 2025, consolidated pro forma revenue, net loss and net loss per common share, basic and diluted would have been as follows:

	Pro Forma (Unaudited) for the three months ended March 31,
	2026		2025
Net revenue	$	3,469	$	883
Net loss	$	(52,715)	$	(10,387)