Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisition

v3.26.1
Acquisition
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition

5. Acquisition

 

Silly George Acquisition

 

On May 15, 2024, the Company entered into and closed a transaction related to an Asset Purchase Agreement dated May 15, 2024 (the “SG Purchase Agreement”) with Semmens Online Pty Ltd as Trustee for Semmens Business Trust, an Australian proprietary limited company (the “SG Seller”), whereby the Company purchased the Silly George assets (the “Silly George acquisition”). The Company believes the Silly George assets will be accretive and synergistic to its existing health and beauty customer product brands.

 

Under the terms of the SG Purchase Agreement on May 15, 2024, the Company paid the SG Seller a cash payment of $400 thousand and issued $200 thousand in shares of the Company’s common stock based on the 10-Day VWAP (as defined in the SG Purchase Agreement), or 89,892 of shares of the Company’s common stock. Additionally, the Company will pay the Seller a cash earn-out based on 20% of the Net Profit (as defined in the SG Purchase Agreement) related to the Silly George assets for the fiscal quarterly period beginning June 30, 2024 and ending on June 30, 2028. Per the scope exception under ASC 815, the Company has not accrued the contingent consideration.

 

The table below shows an analysis for the Silly George acquisition ($ in thousands):

 

Purchase consideration at preliminary fair value:      
Purchase price   $ 600  
Consideration paid   $ 600  
Trademark related intangibles     600  
Intangible assets acquired   $ 600  

 

The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the Silly George acquisitions been completed as of January 1, 2024 or to project potential operating results as of any future date or for any future periods ($ in thousands except share and per share amounts):

 

             
   

For the Years Ended

December 31,

  
    2025     2024  
Revenues, net   $ 11,421     $ 9,261  
Net loss allocable to common shareholders   $ (3,000 )   $ (3,245 )
Net loss per share   $ (0.38 )   $ (0.50 )
Weighted average number of shares outstanding     7,854,288       6,511,574