XML 54 R40.htm IDEA: XBRL DOCUMENT v3.22.1
Business Combination (Details) - Schedule of preliminary purchase price of Reflect
$ in Thousands
3 Months Ended
Mar. 31, 2022
USD ($)
Schedule of preliminary purchase price of Reflect [Abstract]  
Cash consideration for Reflect stock $ 16,664 [1]
Cash consideration for Retention Bonus Plan 1,333 [2]
Common stock issued to Reflect shareholders 4,667 [3]
Common stock issued to Retention Bonus Plan 333 [4]
Secured Promissory Note 2,500 [5]
Earnout liability 5,600 [6]
Total consideration 31,097
Cash acquired (813) [7]
Net consideration transferred $ 30,284
[1] Cash consideration for outstanding shares of Reflect capital stock per Merger Agreement.
[2] Cash consideration utilized to fund the Retention Bonus Plan per Merger Agreement.
[3] Company common stock issued in exchange for outstanding shares of Reflect capital stock per Merger Agreement.
[4] Company common stock issued to fund the Retention Bonus Plan per Merger Agreement.
[5] The Secured Promissory Note accrues interest at 0.59% (the applicable federal rate) and requires the Company and Reflect to pay equal monthly principal installments of $104 on the fifteenth (15th) day of each month, commencing on March 15, 2022. Any remaining or unpaid principal shall be due and payable on February 17, 2023.
[6] Represents an estimate of the fair value of the Guaranteed Consideration as of the Merger, which, if any, is payable on or after the three-year anniversary of the effective time of the Merger (subject to the Extension Option), in an amount by which the value of the CREX Shares on such anniversary is less than $6.40 per share, or if certain customers of Reflect collectively achieve over 85,000 billable devices online at any time on or before December 31, 2022, is less than $7.20 per share (such applicable amount, the “Guaranteed Price”), multiplied by the amount of CREX Shares held by the Reflect stockholders on the Guarantee Date (subject to the Extension Option), subject to the terms of the Merger Agreement.
[7] Represents the Reflect cash balance acquired at Closing.