XML 83 R72.htm IDEA: XBRL DOCUMENT v3.22.2.2
Business Combination (Details) - USD ($)
$ in Thousands
3 Months Ended 5 Months Ended 9 Months Ended
Aug. 10, 2022
Sep. 30, 2022
Jun. 30, 2022
Sep. 30, 2022
Business Combination (Details) [Line Items]        
Business acquisition description       The aggregate consideration for the Lab Society Acquisition consisted of: $4.0 million in cash, subject to certain adjustments for working capital, cash, and indebtedness of Lab Society at closing; 42,561 shares of Common Stock (the “Buyer Shares”); and the Earn-out Consideration (as defined below), to the extent earned. 
Transaction and related costs (in Dollars)   $ 0   $ 66
Aggregate consideration, description       The aggregate consideration for the Interest Purchase and the Merger consisted of: (a) the sum of $30 million in cash, plus consideration payable to holders of outstanding Sinclair equity awards, subject to certain adjustments for working capital, cash and indebtedness, payable in connection with the Interest Purchase; (b) the number of shares of Common Stock, subject to adjustment, equal to the quotient of (i) $20.0 million divided by (ii) the volume weighted-average price per share of Common Stock on The Nasdaq Capital Market for the 30 consecutive trading days ending on the Execution Date (the “VWAP Price”), issuable in connection with the Merger; and (c) the True-Up Buyer Shares, if any (as defined below), issuable in connection with the Merger. 
Aggregate purchase, description       However, in no event shall the aggregate purchase price paid by the Company pursuant to the terms of the Purchase Agreement, taking into account any Aggregate True-Up Payment in favor of the Sinclair Members, exceed $65.0 million.
Purchase agreement description On August 10, 2022, the Company entered into a post-closing adjustment settlement agreement (“Agreement”) with Sinclair. The Agreement was entered into in connection with the Purchase Agreement. According to the Purchase Agreement, $2.5 million was held by the escrow agent as the Adjustment Escrow Amount, $4.5 million was held by the escrow agent as the Indemnity Escrow Amount and 11,760 Buyer Shares were held by the Company as the Holdback Buyer Shares. During the three-month period ended September 30, 2022, the Company made the final Aggregate True-up Payment of approximately $5.6 million, of which, $3.3 million was paid in cash and 8,704 Holdback Buyer Shares were released to the Sinclair Members and the Company received $1.4 million from the Adjustment Escrow Amount, and the remaining $1.1 million balance of the Adjustment Escrow Amount became part of the Indemnity Escrow Amount.       
Buyer shares issuable to certain members       8,888
Buyer shares working capital       1,456
Buyer shares pure purchase agreement       7,432
Pure purchase agreement, description       The Pure Purchase Agreement includes customary post-closing adjustments, representations and warranties and covenants of the parties. The Members may become entitled to additional consideration with a value of up to $3.0 million based on the eligible net revenues achieved by the PurePressure business during the fiscal years ending December 31, 2022 and December 31, 2023, of which 40% will be payable in cash and the remaining 60% will be payable by issuing shares of Common Stock (collectively, the “Earn-out Consideration”).
Holdback Lab Buyer Shares [Member]        
Business Combination (Details) [Line Items]        
Shares issuable   12,768   12,768
Working capital       2,785
Shares subject to merger agreement       9,983
Acquisition of Lab Society [Member]        
Business Combination (Details) [Line Items]        
Business acquisition description       The Owners may become entitled to additional consideration with a value of up to $3.5 million based on the eligible net revenues achieved by the Lab Society business during the fiscal years ending December 31, 2022 and December 31, 2023, of which 50% will be payable in cash and the remaining 50% will be payable by issuing shares of Common Stock.
Revenue (in Dollars)     $ 4,000  
Cascade Sciences, LLC [Member]        
Business Combination (Details) [Line Items]        
Equity interest percentage   100.00%   100.00%
PurePressure [Member]        
Business Combination (Details) [Line Items]        
Transaction and related costs (in Dollars)   $ 0   $ 563
Intangible assets acquired (in Dollars)       $ 4,000
Common stock   32,918   32,918