Quarterly report [Sections 13 or 15(d)]

Business Combinations (Tables)

v3.26.3
Business Combinations (Tables)
 3 Months Ended
Aug. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Purchase Consideration
The aggregate purchase consideration in the Business Combination was $57.6 million, which was comprised of the following (in thousands except share amounts):
Purchase Consideration
Common and preferred shares issued (4,277,076 shares)
 $ 56,543 
Assumed restricted stock units (81,723 RSUs)
 1,080 
Total purchase consideration $ 57,623 
Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed
The following table sets forth the calculation and allocation of the purchase price to the identifiable assets acquired and liabilities assumed on the Business Combination acquisition date, after considering any measurement period adjustments (as discussed below) (in thousands):
Preliminary Purchase Purchase Price
Price Allocation Adjustments Allocation
Purchase consideration to be allocated $ 57,623  $ 57,623 
Cash $ 13,492  $ —  $ 13,492 
Goodwill 54,513  (126) 54,387 
Current assets held for sale 20,192  —  20,192 
Total assets acquired $ 88,197  $ (126) $ 88,071 
Current portion of debt (3,346) —  (3,346)
Accrued liabilities (3,397) —  (3,397)
Long-term debt (464) —  (464)
Warrant liabilities (3,242) —  (3,242)
Current liabilities held for sale (5,125) 126  (4,999)
Total liabilities assumed $ (15,574) $ 126  $ (15,448)
Total net assets acquired attributable to ChronoScale Corporation 72,623  —  72,623 
Less: Net cash acquired through Applied Parent PIPE Investment (as defined above) (15,000) —  (15,000)
Total net assets acquired attributable to ChronoScale Corporation, net of Applied Parent PIPE Investment $ 57,623  $ —  $ 57,623 
Schedule of Assets and Liabilities Held for Sale Assets and
liabilities held-for-sale were recorded at their estimated fair values less costs to sell, as presented in the following table (in thousands):
Acquisition Date
ASSETS
Current assets:
Accounts receivable, net $ 4,125 
Inventories 4,562 
Prepaid expenses and other current assets 1,150 
Property and equipment, net 1,086 
Intangible assets, net 10,950 
Operating lease right-of-use assets, net 315 
Other assets 369 
Estimated costs to sell (2,365)
Total current assets held for sale $ 20,192 
LIABILITIES
Current liabilities:
Accounts payable $ 281 
Accrued liabilities 1,531 
Operating lease liabilities, current 321 
Deferred revenues, current 1,401 
Deferred revenues, non-current 1,288 
Operating lease liabilities, non-current 114 
Other non-current liabilities 62 
Total current liabilities held for sale $ 4,998 
The following table presents the major components of the financial results of the Legacy Ekso Business for the period presented (in thousands):
Three Months Ended
August 31, 2026
Revenue $ 2,597 
Costs and expenses:
Cost of revenues 1,289 
Selling, general and administrative 17,327 
Total costs and expenses 18,616 
Operating loss from discontinued operations
 (16,019)
Interest income 4 
Other expense, net (39)
Net loss from discontinued operations before income tax expense (16,054)
Income tax expense — 
Net loss from discontinued operations $ (16,054)
The following table represents the aggregated carrying amounts of classes of assets and liabilities that are classified as held for sale on the condensed consolidated balance sheets for the periods presented (in thousands):
August 31, 2026 May 31, 2026
ASSETS
Current assets:
Cash $ 2  $ 2 
Accounts receivable 3,090  3,914 
Prepaid expenses and other current assets 5,659  5,604 
Property and equipment, net 1,069  1,084 
Intangible assets, net 10,950  10,950 
Operating lease right of use asset, net 284  284 
Other assets 425  368 
Total current assets held for sale 21,479  $ 22,206 
Less: Write-down loss and valuation allowance (16,491) (2,365)
Assets held for sale, net 4,988  19,841 
LIABILITIES
Current liabilities:
Accounts payable 360  263 
Accrued liabilities 1,858  1,807 
Current portion of operating lease liability 191  290 
Deferred revenue 2,493  2,563 
Long-term portion of operating lease liability 86  105 
Total current liabilities held for sale
$ 4,988  $ 5,028 
Net assets held for sale $ —  $ 14,813 
The following table summarizes the net cash flows from discontinued operations of the Legacy Ekso Business for the three months ended August 31, 2026, and 2025 (in thousands):
Three Months Ended
August 31, 2026
Net cash used in operating activities - discontinued operations $ (1,257)
Net cash used in investing activities - discontinued operations $ 15 
Schedule of Amounts Allocated to Intangible Assets As of the Business Combination acquisition date, the following table presents the amounts allocated to the intangible assets identified as of the date of acquisition and their estimated useful lives (in thousands):
Fair Value Useful Lives (in years)
Trade names $ 4,650  7
Developed technology 6,300  7
Total intangible assets acquired $ 10,950 
Schedule of Pro Forma Information
The following unaudited pro forma combined financial information presents the combined results of Cloud and Ekso Bionics Holdings, Inc. as if the Business Combination had occurred on June 1, 2025, the beginning of the comparable prior annual reporting period:
Three Months Ended August 31, 2025
Pro forma revenue $ 18,775 
Pro forma net loss $ (14,260)