On March 8, 2023 the Company entered into the a purchase agreement with the Company, Mimosa, and Radisys Corporation (“Buyer”), pursuant to which the Seller sold all of the issued and outstanding shares of common stock of Mimosa to Buyer for an aggregate purchase price of approximately $60,000,000 in cash (subject to customary adjustments) on the terms and subject to the conditions set forth in the Purchase Agreement (the “Transaction”). The Purchase Agreement contains customary representations, warranties and covenants by the parties subject to specified exceptions and qualifications. The closing occurred on August 11, 2023.

The assets and liabilities of the disposal group, Mimosa and its subsidiaries, were evaluated to determine whether the carrying amounts should be adjusted in accordance with other GAAP standards. After adjusting the assets and liabilities of the disposal group, the disposal group as a whole was measured at the lower of carrying amount or fair value less costs to sell. Depreciation and amortization of long-lived assets in the disposal group was not recorded during the period in which the disposal group met the criteria for held for sale.

The gain on the sale of Mimosa was calculated as follows (in 000’s):

The Company expects the gain on the sale of Mimosa to be fully covered by its net operating losses for income tax purposes.