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Acquisition of SMCB

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Note 17 – Acquisition of SMCB

On May 2, 2025, the Company and SemiCab Holdings entered into an equity purchase agreement with SemiCab Inc. pursuant to which: (i) SemiCab Holdings purchased 9,999 shares of the issued and outstanding equity shares, Rs. 10 par value, of SMCB, representing 99.99% of the issued and outstanding equity shares of SMCB, for $1,750,000, the payment of which amount was evidenced by the issuance of a promissory note by the Company to the SemiCab, Inc., and (ii) the Company purchased the 20% membership interest in SemiCab Holdings then held by SemiCab, Inc. for aggregate consideration consisting of 119,742 shares of the Company’s common stock. The acquisition was completed on May 2, 2025 (the “Closing Date”). The promissory note provides that $1,500,000 is due and payable by the Company on the first anniversary of the Closing Date and the remaining $250,000 is due and payable by the Company on the 18-month anniversary of the Closing Date. The promissory note bears interest at six percent per annum. The Company completed the acquisition to expand its AI logistics and distribution into India.

On the Closing Date, the Company and SemiCab Holdings entered into an amended and restated employment agreement with each of Ajesh Kapoor and Vivek Sehgal pursuant to which Mr. Kapoor agreed to serve as the Chief Executive Officer and Chief Technology Officer of SemiCab Holdings and Mr. Sehgal agreed to serve as the Chief Product Officer of SemiCab Holdings. Pursuant to the terms of the employment agreements, SemiCab Holdings granted Messrs. Kapoor and Sehgal a membership interest in SemiCab Holdings of 15% and five percent, respectively. Of these amounts, one quarter of each such grant vested in full on the date of grant, and the remaining amounts vest evenly over three years.

Pro Forma Information

The unaudited pro forma financial information below presents the effects of the equity purchase agreement as though it had been completed on January 1, 2024. The pro forma adjustments are derived from the historically reported transactions of the respective companies. The pro forma results do not include anticipated combined effects or other expected benefits of the acquisition. The pro forma results for the three months ended March 31, 2025 and 2024 reflect the combined performance of the Company and SMCB for that period. The unaudited pro forma information is based on available data and certain assumptions that the Company believes are reasonable given the circumstances. However, actual results may differ materially from the assumptions used in the accompanying unaudited pro forma financial information. This selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not intended to represent what the actual consolidated results of operations would have been had the equity purchase agreement occurred on January 1, 2024, nor does it attempt to forecast future consolidated results of operations.

	March 31, 2025		March 31, 2024
	Three Months Ended
	March 31, 2025		March 31, 2024
Net revenue	$	2,990,000	$	2,991,000
Operating loss from continuing operations	$	3,037,000	$	2,645,000
Net loss available to common stockholders	$	9,378,000	$	2,545,000

The pro forma results for the three months ended March 31, 2025, include a net increase in operating expenses of $20,000 for amortization of stock compensation expense associated with the membership interests granted to Ajesh Kapoor and Vivek Sehgal under their respective amended and restated employment agreements. The pro forma results for the three months ended March 31, 2024, include a net increase in operating expenses of $40,000, consisting of legal expenses of approximately $20,000 associated with the acquisition of SMCB and $20,000 associated with the membership interests granted to Ajesh Kapoor and Vivek Sehgal under their respective amended and restated employment agreements.