On March 1, 2024, the Company's majority owned subsidiary, EyeLock LLC, entered into a joint venture agreement with GalvanEyes Partners LLC to form BioCenturion LLC ("BioCenturion," or the "joint venture"). EyeLock contributed assets with a net book value totaling $3,403 into the newly created BioCenturion LLC, in exchange for a 50% membership interest in the joint venture. The following summarizes the preliminary allocation of the assets contributed to the joint venture by EyeLock on March 1, 2024 based upon their fair values:


	March 1, 2024
Assets contributed:
Inventory	$	1,839
Accounts receivable, net		46
Property, plant, and equipment		4
Tradenames		1,630
Developed technology		2,460
Total contribution	$	5,979

BioCenturion LLC operates in the biometrics business. All working capital needs and funding of the joint venture shall be borne by GalvanEyes for the first two years of the joint venture agreement and GalvanEyes will control the day-to-day operations of BioCenturion. Beat Kahli, who previously served as President of Voxx and as CEO of GalvanEyes, and who is a significant shareholder of Voxx's Class A Common Shares and currently serves as Vice-chairman of Voxx's Board of Directors, is Chairman of the Board and Chief Executive Officer of BioCenturion LLC. The Company has concluded that BioCenturion is a variable interest entity for which EyeLock lacks the power to direct the activities that most significantly impact the joint venture's economic performance. As EyeLock is not the primary beneficiary, it does

not consolidate the variable interest entity. However, due to EyeLock's ability to exercise significant influence, the investment will be accounted for under the equity method of accounting in accordance with ASC 323, "Investments - Equity Method and Joint Ventures."

The investment in BioCenturion LLC was recorded at its initial fair value of $2,989 on March 1, 2024 in accordance with ASC 810-10-40 upon the deconsolidation of the group of assets, which represented a business pursuant to ASC 805, "Business Combinations." EyeLock recorded a loss on the contribution of assets to the joint venture of $413 for the three months ended May 31, 2024, which is presented within Other expenses, net on the Company's Unaudited Consolidated Statements of Operations and Comprehensive Loss.

The Company will apply the hypothetical liquidation book value method ("HLBV") to determine the allocation of profits and losses of the joint venture to EyeLock. The liquidation rights and priorities are defined in the joint venture operating agreement as 77.8% to EyeLock and 22.2% to GalvanEyes up to the deemed initial capital contributions of $45,000, and thereafter 50% to EyeLock and 50% to GalvanEyes, which differs from the membership interest of EyeLock and GalvanEyes, which is 50% to both EyeLock and GalvanEyes. The HLBV method calculates the proceeds that would be attributable to each member in an investment based on the liquidation provisions of the agreement if the joint venture was to be liquidated at book value as of the balance sheet date. Each member’s allocation of income or loss in the period is equal to the change in the amount of net equity they are legally able to claim based on a hypothetical liquidation of the entity at the end of a reporting period compared to the beginning of that period, adjusted for any capital transactions. EyeLock's share of losses from BioCenturion was $764 for the three months ended May 31, 2024. The balance of EyeLock's equity method investment in BioCenturion at May 31, 2024 was $2,225.

As of May 31, 2024 and February 29, 2024, the Company had a 50% non-controlling ownership interest in ASA Electronics, LLC and Subsidiary (“ASA"), which acts as a distributor of mobile electronics specifically designed for niche markets within the automotive industry, including RV's; buses; and commercial, heavy duty, agricultural, construction, powersport, and marine vehicles.

The following presents summary financial information for ASA. Such summary financial information has been provided herein based upon the individual significance of ASA to the consolidated financial information of the Company.


	May 31, 2024		February 29, 2024
Current assets	$	44,504	$	43,790
Non-current assets		7,486		7,579
Liabilities		8,916		8,609
Members' equity		43,074		42,760


	Three months ended May 31,
	2024		2023
Net sales	$	17,205	$	22,693
Gross profit		4,803		6,086
Operating income		1,959		3,066
Net income		2,230		3,231

The Company's share of income from ASA was $1,115 for the three months ended May 31, 2024, compared to $1,616 for the three months ended May 31, 2023. The balance of the Company's equity method investment in ASA at May 31, 2024 was $21,537.