Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Feb. 28, 2021
Term For Second Payment  


On May 5, 2020, the Company acquired 100% of the equity interests in Roboro, its exclusive manufacturer in South Africa, in order to reduce its dependence on third parties for production. As a result of this acquisition, the Company now directly operates its sole manufacturer in South Africa.


The acquisition date fair value of the consideration was $0.6 million, including $0.5 paid in cash. In addition, Roboro’s sellers purchased 1,388,889 shares of the Company’s common stock for $0.5 million at a contractual price of $0.36 per share. These shares, which were issued on May 27, 2020, are restricted and subject to a 15-month vesting schedule. The fair market value of the common stock of $0.6 million was based on the stock’s closing price of $0.40 on May 5, 2020. The difference between the fair market value plus approximately $2,000 of transaction costs and the amount paid, was treated as an additional consideration for the acquisition.


The estimated fair value of assets acquired and liabilities assumed on May 5, 2020 is as follows:


Property and equipment   $ 67  
Goodwill     651  
Right-of-use asset, net     54  
Loan payable     (123 )
Operating lease liability, current     (35 )
Operating lease liability, noncurrent     (19 )
Other net asset (liabilities)     (38 )
Net Assets   $ 557