ACQUISITION

6 Months Ended

Jun. 30, 2025

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

ACQUISITION

ACQUISITION

On April 1, 2025, (the “Closing Date”), the Company acquired all of the issued and outstanding equity of a foreign entity, which was accounted for under the acquisition method of accounting.

The Company allocated the fair value of the purchase price consideration to the tangible assets, liabilities, and intangible assets acquired, based on estimated fair values. The excess purchase price over those fair values is recorded as goodwill. The Company’s valuation assumptions of acquired assets and assumed liabilities require significant estimates with respect to intangible assets. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired business, including among other things, the forecasted revenue growth attributable to the asset group and projected operating expenses. The acquired company’s intangible assets are comprised of customer relationships, trade names and developed technology. The estimated fair value of the customer relationships, trade names and developed technology are determined using the multi-period excess earnings method and relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using

a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. The estimated fair value of the developed technology is also dependent on the selection of the royalty rate used in the valuation method.

The total purchase consideration was approximately $5.75 million of cash consideration. The preliminary goodwill of $4.33 million arising from the acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes.

The Company recorded an insignificant amount of acquisition related costs in the six months ended June 30, 2025, representing professional and other direct acquisition costs. These costs are recorded within selling, general, and administrative expense in our unaudited condensed consolidated statements of operations.

Certain data necessary to complete the purchase price allocation remains preliminary. The Company expects to complete the purchase price allocation within 12 months of the Closing Date, at which time the purchase price allocation set forth herein may be revised. Any such revisions or changes may be material. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation.

The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in thousands):

	Preliminary: April 1, 2025
Cash consideration paid	$	5,170
Escrow amount	575
Purchase price	5,745
Assets acquired:
Cash and cash equivalents	111
Other current assets	73
Other assets	17
Intangible assets	1,370
Total identifiable assets acquired	1,571
Liabilities assumed:
Current liabilities	(153)
Total identifiable liabilities assumed	(153)
Fair value of identifiable assets, net of identifiable liabilities assumed	$	1,418
Goodwill	$	4,327

The following table summarizes the preliminary fair values of the identified intangible assets acquired (in thousands):

Intangible Assets	Useful life (in years)	Preliminary fair value at acquisition
Developed technology	15	$	980
Customer relationships	25	255
Trade names	10	135
	16	$	1,370