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Discontinued Operations

3 Months Ended

Mar. 31, 2026

Discontinued Operations [Abstract]

Discontinued Operations

Note 16 – Discontinued Operations

Disposition of the Inpixon Business

On February 3, 2026 (the “Signing Date” and “Closing Date”), the Company completed the disposition of its Inpixon Business pursuant to a Share Purchase and Transfer Agreement (the “SPA”) entered into with EVO 467. GmbH (the “Purchaser”). Pursuant to the SPA, the Company sold all of the shares of Inpixon GmbH for a purchase price of EUR 4,640,000 (approximately $5.5 million based on the exchange rate on the Signing Date).

Inpixon GmbH is the sole shareholder of Aware RTLS, Inc. and IntraNav GmbH. The Inpixon Business, which provides indoor positioning, real-time localization and sensor technology solutions, was conducted through Inpixon GmbH.

The purchase price of EUR 4,640,000 bears interest of 5% per annum from the Signing Date until the fourth anniversary of the Closing Date. The Company has the right (the “Unwind Option”) to require the Purchaser to transfer back all shares of Inpixon and its subsidiaries at any time during that fifteen (15) month period beginning on the first day of the thirty-seventh month following the Signing Date and continuing to the end of the fifty-second month following the Signing Date for no consideration by the Company. If exercised, all unpaid amounts of the purchase price will be forgiven. If not exercised within the specified period, the unpaid purchase price will also be forgiven.

The Company evaluated the Unwind Option in accordance with ASC 810-10-40, Consolidation—Deconsolidation, and concluded that control of the Inpixon Business transferred to the Purchaser upon closing. Based on management’s evaluation of the facts and circumstances surrounding the transaction, including the Purchaser’s business plan and other qualitative considerations, the likelihood of exercise of the Unwind Option is considered remote. Additionally, the purchase price terms, including the potential forgiveness provisions, were also considered in the Company’s assessment of whether the transaction qualified for sale accounting. Finally, the Company has no continuing involvement in the operations of the Inpixon Business following the Closing Date. Accordingly, the transaction was accounted for as a complete sale and the Inpixon Business was derecognized as of the Closing Date.

The Company recorded the purchase price as a note receivable with fair value determined to be $4.2 million, as of the Closing Date, in the accompanying unaudited condensed consolidated balance sheets. As discussed above, the note receivable accrues interest at 5% per annum and matures on February 3, 2030. Subject to provisions discussed related to the Unwind Option, the note receivable may be forgiven. The Company determined the fair value of the note receivable based on the perceived credit risk of the counterparty and time value of money, going forward the note receivable will be evaluated for risk of credit loss and will not be remeasured.

Results of Discontinued Operations

The following table presents the results of discontinued operations for the three months ended March 31, 2026 and 2025 (in thousands):

		Three Months Ending March 31, 2026				Three Months Ending March 31, 2025
Revenues		$	253			$	484
Cost of revenues			56				149
Research and development			126				590
Sales and marketing			174				746
General and administrative			1,077				585
Impairment of goodwill and intangible assets			-				531
Other expense, net			-				72
Net loss, before tax			(1,180	)			(2,189	)
Income tax provision			(1,241	)			-
Loss from discontinued operations, before disposition		$	(2,421	)		$	(2,189	)
Loss on sale of discontinued component			(831	)			-
Net loss from discontinued operations		$	(3,252	)		$	(2,189	)

Net Loss Per Share, Basic and Diluted:
Discontinued Operations Before Disposition		$	(0.03	)		$	(0.64	)
Loss on Sale of Discontinued Component		$	(0.06	)		$	-
Total Discontinued Operations		$	(0.09	)		$	(0.64	)
Weighted Average Shares Outstanding, Basic and Diluted			35,284,100				3,384,736

Loss on Disposal

The estimated fair value of the purchase price to be received from the Purchaser as of the Closing Date was $4.2 million resulting in a loss on disposal of approximately $0.8 million during the three months ended March 31, 2026, which is included in discontinued operations. Additionally, as a result of the sale, the Company expects to owe income taxes in Germany, the Company recorded a tax provision of $1.2 million, including the loss from discontinued operations, for the three months ended March 31, 2026.

Cash Flows from Discontinued Operations

The following table presents the major classes of cash flows related to discontinued operations (in thousands):

		Three Months Ending March 31, 2026				Three Months Ending March 31, 2025
Net cash used in operating activities		$	(144	)		$	(1,149	)
Net cash used in investing activities			(695	)			-
Net cash provided by (used in) financing activities			-				-
Total		$	(839	)		$	(1,149	)