Note 4 - PistolStar, Inc. Acquisition

3 Months Ended

Mar. 31, 2021

Business Combination Disclosure [Text Block]

4.	PISTOLSTAR, INC. ACQUISITION

June 30, 2020,

the Company acquired PistolStar, Inc., a private company based in the United States, which provides enterprise-ready identity access management solutions, including multi-factor authentication, identity-as-a-service, single sign-on and self-service password reset to commercial, government and education customers throughout the United States and internationally.

From

April 10, 2020

until the Company acquired PistolStar, it licensed PortalGuard®, PistolStar's authentication software, which the Company combines with its biometric authentication solutions offered to existing and prospective customers.

The total purchase price of

$2.5

million included cash payment of

$2.0

million and the issuance of a

$500,000

promissory note.

The promissory note, which was issued to the previous owner of PistolStar, carried interest at

per annum and was payable in

four

installments over the

-month period following the closing. The balance of the note at

December 31, 2020

was

$232,000,

net of the unamortized debt discount. On

January 21, 2021,

the Company paid the

$250,000

balance due on the note.

The fair value of the assets acquired and liabilities assumed was less than the purchase price, resulting in the recognition of goodwill. The goodwill reflected the value of the synergies the Company expected to realize and the assembled workforce.