Acquisition-related costs of $0.2 million and $1.0 million were included in general and administrative expenses in the Company's statement of operations for the three months and six months ended June 30, 2024, respectively.

In connection with the acquisition CLMBR, Inc. the Company has agreed to pay additional consideration in future periods. Certain employees of CLMBR, Inc. will be paid a total of $0.5 million of which $0.5 million will be paid in 2024. These payments are accounted for as transactions separate from the business combination as the payments are contingent upon continued employment and will be recorded as post-combination compensation expense in the Company's financial statements during the service period in general and administrative expenses for the six months ended June 30, 2024.

As part of the Acquisition of CLMBR, Inc. the Sellers shall be entitled to receive a contingent payment in the form of shares of the Company’s common stock (collectively, the “Earn-Out Shares”) calculated in the manner set forth in the Asset Purchase Agreement based on the 2024 Unit Sales (as defined in the Asset Purchase Agreement) and the volume-weighted average price (“VWAP”) for the Company’s common stock based on the 10 consecutive trading days ending on (and including) December 31, 2024, subject to the VWAP Collar. In addition, in the event the 2024 Unit Sales include at least 2,400 Units sold in the business-to-business channel, the Sellers shall be entitled to an additional number of Earn-Out Shares calculated in the manner set forth in the Asset Purchase Agreement subject to total maximum number of 566,642 Earn-Out Shares. The Company assessed the fair value as of June 30, 2024 and it was determined based on current sales that achieving the projection was deemed remote and as a result the Company marked the contingent liability to $0. The Company recognized a gain equal to $1.3 million for the six months ended June 30, 2024 related to change in fair value of the earn out recorded in the condensed consolidated statements of operations in other expense (income).

The following unaudited pro forma condensed consolidated results of operations for the three months and six months ended June 30, 2024 and 2023 present condensed consolidated information of the Company as if the CLMBR, Inc. acquisition had occurred as of January 1, 2023 (in thousands):


	Proforma						Proforma
	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Revenue	$	621		$	1,005		$	1,094		$	2,192
Operating Loss		(7,882	)		(13,056	)		(17,514	)		(35,687	)
Net Loss		(10,637	)		(15,101	)		(22,245	)		(32,864	)
Net loss per share – basic and diluted	$	(17.48	)	$	(38.92	)	$	(43.31	)	$	(103.57	)
Weighted average common stock outstanding – basic and diluted		608,655			387,993			513,674			317,301

The unaudited pro forma consolidated results for the three month and six month periods were prepared using the acquisition method of accounting and are based on the historical financial information of CLMBR, Inc. and the Company. The unaudited pro forma consolidated results incorporate historical financial information for all significant acquisitions pursuant to SEC regulations since January 1, 2023. The historical financial information has been adjusted to give effect to pro forma adjustments that are: (i) directly attributable to the acquisition, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The unaudited pro forma consolidated results are not necessarily indicative of what the Company’s consolidated results of operations actually would have been had it completed these acquisitions on January 1, 2023.

The following unaudited condensed consolidated results of operations included in the condensed consolidated statements of loss for the three months and six months ended June 30, 2024.


	Three Months Ended June 30,			Six Months Ended June 30,

	2024			2024
Revenue	$	426		$	693
Operating Loss		(639	)		(812	)
Net Loss		(830	)		(1,109	)