MERGER AGREEMENT	12 Months Ended
Dec. 31, 2024
MERGER AGREEMENT
MERGER AGREEMENT	3. MERGER AGREEMENT On December 14, 2023, the Company entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) with Fury Resources, Inc., a Delaware corporation (“Parent”) and San Jacinto Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a direct, wholly owned subsidiary of Parent. The Merger Agreement provided, that upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub was to merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. On January 24, 2024, Parent and the Company agreed to cause an amount equal to $10.0 million to be distributed from the escrow account to the Company. Such was initially recorded as a deposit liability in “Other” long-term liabilities on the consolidated balance sheet. Upon termination of the Merger Agreement, the $10.0 million was reclassified to “Other income” on the consolidated statement of operations for the year ended December 31, 2024. On April 24, 2024, pursuant to an amendment to the Merger Agreement dated April 16, 2024, Parent paid to the Company $0.1 million to be used by the Company to pay the Company’s costs and expenses associated with printing and mailing the definitive Proxy Statement for the Merger to the Company’s stockholders. On December 20, 2024, the Company terminated the Merger Agreement.

MERGER AGREEMENT

12 Months Ended

Dec. 31, 2024

3. MERGER AGREEMENT

On December 14, 2023, the Company entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) with Fury Resources, Inc., a Delaware corporation (“Parent”) and San Jacinto Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a direct, wholly owned subsidiary of Parent. The Merger Agreement provided, that upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub was to merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

On January 24, 2024, Parent and the Company agreed to cause an amount equal to $10.0 million to be distributed from the escrow account to the Company. Such was initially recorded as a deposit liability in “Other” long-term liabilities on the consolidated balance sheet. Upon termination of the Merger Agreement, the $10.0 million was reclassified to “Other income” on the consolidated statement of operations for the year ended December 31, 2024.

On April 24, 2024, pursuant to an amendment to the Merger Agreement dated April 16, 2024, Parent paid to the Company $0.1 million to be used by the Company to pay the Company’s costs and expenses associated with printing and mailing the definitive Proxy Statement for the Merger to the Company’s stockholders.

On December 20, 2024, the Company terminated the Merger Agreement.