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Acquisition (Tables)
6 Months Ended
Jun. 30, 2025
Business Combinations [Abstract]  
Schedule of Consideration Transferred and Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed

Consideration

(in thousands)

Cash Paid to Seller

30

Common stock issued

1,015

Series B preferred stock issued

2,954

Payoff of Vertical debt (plus accrued interest)

1,447

Retirement of Vertical Debt (including fees)

9,379

Fair value of earn-out consideration

1,300

Total

16,125

(in thousands)

Preliminary Purchase Price Allocation as of February 2, 2024 (a)

Measurement Period Adjustments (b)

Purchase Price Allocation as of February 2, 2024 (a) (as adjusted)

Cash

$

50

$

$

50

Accounts receivable, net of allowances

134

(8

)

126

Inventories, net

3,490

70

3,560

Vendor deposits

61

61

Prepaid expenses and other current assets

63

63

Property and equipment, net

139

139

Right-of-use-assets

412

412

Other assets

30

200

230

Goodwill

13,165

55

13,220

Intangible assets, net

6,900

(700

)

6,200

     Total assets acquired

$

24,444

$

(383

)

$

24,061

Accounts payable

(3,557

)

326

(3,231

)

Accrued expenses and other current liabilities

(2,438

)

163

(2,275

)

Operating lease liability, current portion

(263

)

(263

)

Deferred revenue

(261

)

160

(101

)

Loan payable

(1,887

)

(1,887

)

Operating lease liability, net of current portion

(179

)

(179

)

     Net assets acquired

$

15,859

$

266

$

16,125

(a) As previously reported in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2024.

(b) The adjustments to goodwill resulted from finalization of assets acquired and liabilities assumed as the Company obtained additional information during the measurement period. The purchase price allocation period closed as of December 31, 2024.

Schedule of Unaudited Financial Information

The following unaudited pro forma summary presents condensed consolidated information of the Company, including CLMBR as if the. acquisition had occurred as of January 1, 2024, the earliest year presented herein:

 

 

Proforma

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2024

 

 

 

(in thousands)

 

 

Revenue

 

$

621

 

 

$

1,094

 

Operating Loss

 

 

(7,882

)

 

 

(17,514

)

Net Loss

 

 

(10,637

)

 

 

(22,245

)

Net loss per share – basic and diluted

 

$

(17,476.24

)

 

$

(43,305.68

)

Weighted average common stock outstanding – basic
   and diluted

 

 

609

 

 

 

514

 

The following unaudited condensed consolidated results of operations included in the condensed consolidated statements of loss for the three 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

)