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Business Combination
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
On March 27, 2026, the Company purchased the assets of Apium, Inc. and Apium Swarming Robotics, Inc. and created a new subsidiary called Apium Swarming Technologies, Inc. (“Apium”) to deepen the Company's ability to deliver intelligent, adaptive unmanned systems that enable coordinated operations in contested and communication-degraded environments. The Company acquired substantially all of the assets, as well as the related inputs and processes, and accordingly accounted for the transaction as a business combination. The aggregate consideration transferred for the acquisition was $19.8 million, consisting of $6.8 million comprised of 536,423 shares of common stock, and contingent consideration valued at $13.0 million. The purchase price included a $1.0 million holdback for indemnification purposes to be released 18 months following the closing date and will be settled in equity. In addition, the agreement provides for contingent consideration consisting of two earnout payments that will be settled with equity: the first earnout opportunity, in the amount of $2.0 million, is tied to the achievement of technical milestones and is expected to be completed within the first year post-closing, while the second earnout amount can be achieved contingent upon revenue performance and is based on results achieved by the two year anniversary of the closing date. The second earnout, if any, equals four times qualifying revenue (subject to minimum threshold of $5.3 million and a maximum of $31.5 million), less the base purchase price and any amounts paid under the first earnout.
Goodwill for Apium is ascribed to validated deployment partnerships, expected synergies and assembled workforce expertise. The goodwill of $13.9 million is non-deductible for income tax purposes. The Company has reported net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized.
The summary of the purchase price and its related allocation at fair market value is as follows (in thousands):
Shares issued$6,802 
Acquisition consideration payable12,997 
Total Purchase Price19,799 
Assets acquired
Brand name1,840 
Proprietary technology4,108 
Goodwill13,851 
Total assets acquired19,799 
Total fair value of net assets acquired$19,799 
Proprietary technology is included in intangible assets on the condensed consolidated balance sheets. Proprietary technology is being amortized over seven years. Brand name is not amortized but reviewed for impairment on a quarterly basis and formally evaluated at year end. The excess of the purchase price above the net assets acquired was recorded as goodwill which is reviewed quarterly and formally evaluated at year end or more often if indicators exist.
On March 31, 2026, the Company filed an 8-K announcing its intention to acquire Canadian based Quaze Technologies, Inc. a wireless power solutions company. The parties have filed a Notification to Acquire Control of an Existing Canadian Business under Section 36 of the Investment Canada Act with the Innovation, Science and Economic Development Canada, Directorate of Investments and anticipate closing this transaction in a subsequent reporting period.