On March 9, 2022, we entered into a Stock Purchase Agreement (“Purchase Agreement”) to acquire all the outstanding equity interests of Bureau of Internet Accessibility Inc. (“BOIA”), a Delaware corporation which provides web accessibility services including audits, training, remediation and implementation support. The acquisition represents another step forward in strengthening our suite of products and services by adding additional capabilities for enterprise accessibility compliance. The aggregate consideration for the purchase of BOIA was approximately $7.8 million (at fair value), consisting of $5.1 million cash payment at closing and an estimated $2.7 million in aggregate contingent consideration to be paid in cash on the one- and two-year anniversary of the closing date. Actual aggregate cash consideration is based on BOIA’s revenues for 2022 and 2023 and may differ from estimated contingent consideration. In addition, the purchase price is subject to certain adjustments related principally to net working capital, which will be settled in the third quarter of 2022.

We accounted for the acquisition of BOIA as business combination in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”). Accordingly, under the acquisition method of accounting, the preliminary purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date as follows:

(1)	Acquired intangible assets will be amortized on a straight-line basis over their estimated useful life.

(2)	Goodwill represents the excess of purchase price over the estimated fair value of net tangible and intangible assets acquired.

(3)	Included within liabilities on our balance sheet as of March 31, 2022.

The provisional purchase price allocated to assets acquired and liabilities are subject to adjustments as information is obtained about facts and circumstances that existed at the acquisition date.

In the three months ended March 31, 2022, the Company incurred $198,000 of transaction costs related to the acquisition of BOIA, which is included on our Statement of Operations within General and administrative expenses.

Our Statement of Operations for the three months ended March 31, 2022, also includes nominal BOIA results for the period from March 10, 2022 through March 31, 2022.

Pro Forma Financials

The following unaudited pro forma results of operations for the three months ended March 31, 2022 and 2021 assumes BOIA had been acquired on January 1, 2021.

NOTE 3 — ACQUISITIONS (continued)

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the acquisition had been completed on January 1, 2021, nor does it purport to project the results of operations of the combined Company in future periods. The pro forma financial information does not give effect to any anticipated integration costs savings or expenses related to the acquired company and are not necessarily indicative of the results that would have occurred if the business combination had been in effect on the dates indicated.


	Pro Forma Combined Financials (unaudited)
	Three months ended March 31,
( in thousands)	2022		2021
Revenue	$	7,569	$	6,327
Net loss attributed to common shareholders		(3,266)		(2,911)

For purposes of the pro forma disclosures above, results for the three months ended March 31, 2022 exclude $198,000 in acquisition expense.

Square ADA LLC

On December 28, 2021, the Company completed the acquisition of substantially all of the assets of Square ADA LLC (“Square ADA”), a provider of accessibility solution to websites built or hosted by Squarespace, Inc. The aggregate consideration for the purchase of Square ADA was $185,000, consisting of (i) $53,000 paid in cash upon closing, and (ii) $132,000 in contingent consideration payable in the second quarter of 2022.

We accounted for the acquisition of Square ADA as an asset acquisition in accordance with ASC 805 and ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. Based on our assessment of the screen test as required by ASU 2017-01, the transaction does not meet the definition of a business as substantially all the fair value of the gross assets acquired is concentrated in one single identifiable intangible asset, the acquired customer relationships. Accordingly, we allocated the total cost of the acquisition to customer relationships following the cost accumulation model. No external direct transaction costs were incurred in connection with Square ADA’s acquisition.

The operating results of Square ADA are not material for purposes of proforma disclosure.