Weave Communications, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of the Business

Weave Communications, Inc., with its wholly-owned subsidiaries Weave Communications Canada, Inc. and Weave Communications India Private Limited (collectively, “Weave” or the “Company”), sells subscriptions to the Weave platform, its vertically-tailored customer experience and payments software platform for small and medium-sized healthcare businesses. The Weave platform combines patient engagement, payments, and other operational software tools with voice over internet protocol (“VoIP”) phone services. The Company was incorporated in the state of Delaware in October 2015 and its corporate headquarters are located in Lehi, UT.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Weave Communications, Inc. and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025.

The accompanying interim condensed consolidated balance sheets, statements of operations and comprehensive loss, statements of stockholders' equity, statements of cash flows and accompanying notes are unaudited. These unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations are not necessarily indicative of the results to be expected for the full year or any other period.

Segments

The Company determines its operating and reportable segments based on how the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer (“CEO”), reviews and manages the business and establishes criteria for aggregating operating segments into reportable segments. As described in Note 13, the Company operates asone operating and reportable segment.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amount of sales and expenses during the reporting period. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Significant estimates included in the Company’s financial statements include the valuation allowance against deferred tax assets, allowance for credit losses, recoverability of long-lived assets, fair value of stock-based compensation, and the amortization period of deferred contract costs.

Significant Accounting Policies

A summary of the Company’s significant accounting policies is discussed in Note 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025. There have been no significant changes to these policies during the three months ended March 31, 2025.

Accounting Pronouncements Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 (“ASU 2023-07”), “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The Company adopted ASU 2023-07 for the annual period ended December 31, 2024 and interim periods beginning January 1, 2025 using the retrospective approach, which resulted in enhanced segment disclosures in the unaudited condensed consolidated financial statements.

Accounting Pronouncements Pending Adoption

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the disclosure of specific categories in the rate reconciliation and greater disaggregation for income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024 and should be adopted prospectively with the option to be adopted retrospectively. The Company is currently evaluating the impact of ASU 2023-09 on its related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement (Topic 220): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosures of certain amounts included in the expense captions presented on the statements of operations and comprehensive loss as well as disclosures about selling expenses. ASU 2024-03 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impacts of adopting this guidance on its unaudited condensed consolidated financial statement disclosures and statements of operations and comprehensive loss.

As an “emerging growth company,” the Jumpstart Our Business Startups Act (the “JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use the adoption dates applicable to private companies. As a result, the Company’s financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies.

3. Revenue

The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts With Customers for all periods presented.

Contract Balances

The Company recognized revenue that was included in the corresponding deferred revenue balance at the beginning of the period of $18.9 million and $19.3 million for the three months ended March 31, 2025 and 2024, respectively.

Deferred Contract Costs

The Company capitalizes incremental costs of obtaining and fulfilling a contract. Amortization expense related to these costs was$3.5 million and$3.3 million for the three months ended March 31, 2025 and 2024, respectively, and is reflected in the sales and marketing line item on the condensed consolidated statements of operations and comprehensive loss.

Concentration of Credit Risk, Significant Customers, and Provision for Credit Losses

There were no customers with revenue as a percentage of total revenue exceeding 10% for the three months ended March 31, 2025 and 2024. As of March 31, 2025 and December 31, 2024, there were no customers with outstanding accounts receivable balances as a percentage of total accounts receivable greater than 10%.

The Company’s provision for credit losses was $0.5 million as of March 31, 2025 and December 31, 2024.

Disaggregation of Revenues

Revenue has been disaggregated into recurring and non-recurring categories to identify revenue and costs of revenue that are one-time in nature from those that are term-based and renewable.

The table below outlines revenue for our recurring subscription (software and phone services) and payment processing services, as well as for our onboarding services, and phone hardware for the three months ended March 31, 2025 and 2024 (in thousands):

4. Fair Value Measurements

Financial instruments recorded at fair value in the unaudited condensed consolidated financial statements are categorized as follows:

•Level 1: Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

•Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Unobservable inputs reflecting management's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The following table summarizes the assets measured at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2025 (in thousands):

The following table summarizes the assets measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2024 (in thousands):

The following tables summarize the Company's short-term investments on the unaudited condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 (in thousands):

The following tables summarize the Company’s cash and cash equivalents on the unaudited condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 (in thousands):

As of March 31, 2025, the weighted-average remaining contractual maturities of available-for-sale securities was approximately three months.

No available-for-sale securities held as of March 31, 2025 have been in a continuous unrealized loss position for more than twelve months. As of March 31, 2025, unrealized losses on available-for-sale securities are not attributed to credit risk and are considered temporary. The Company believes it is more likely than not that investments in an unrealized loss position will be held until maturity or the cost basis of the investment will be recovered. The Company believes it has no other-than-temporary impairments on its securities as it does not intend to sell these securities and does not believe it is more likely than not that it will be required to sell these securities before the recovery of their amortized cost basis. To date, the Company has not recorded any impairment charges on securities related to other-than-temporary declines in fair value. The Company’s cash equivalents and short-term investments are scheduled to mature within one year from the balance sheet date.

For the three months ended March 31, 2025 and 2024, both unrealized holding gains and losses were immaterial and the resulting net unrealized holding losses and gains have been included in accumulated other comprehensive loss.

As of March 31, 2025 and December 31, 2024, the Company hadno outstanding debt. The carrying amounts of certain financial instruments, including accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short-term maturities and are excluded from the fair value tables above.

Realized gains, consisting of discount accretion, for the three months ended March 31, 2025 and 2024, were $0.4 million and $0.6 million, respectively.

5. Property and Equipment

Property and equipment consisted of the following for the periods presented (in thousands):

Depreciation and amortization expense on property and equipment (excluding amortization on operating right-of-use (“ROU”) assets) was $2.8 million and $3.0 million for the three months ended March 31, 2025 and 2024, respectively. Of this expense, $1.8 million for each of the three months ended March 31, 2025 and 2024 was related to phone hardware finance ROU assets (see also Note 6) and has been included in cost of revenue in the condensed consolidated statements of operations and comprehensive loss. Of the remaining depreciation and amortization expense, $0.5 million was included in cost of revenue in the statements of operations and comprehensive loss for each of the three months ended March 31, 2025 and 2024. $0.5 million and $0.7 million was recorded in operating expenses on the statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024, respectively.

6. Leases

The Company has lease arrangements, both as a lessor and a lessee, and makes assumptions and judgments when assessing contracts for lease components, determining lease classifications, and calculating ROU asset and lease liability values. These assumptions and judgements may include the useful lives and fair values of the leased assets, the implicit rate underlying the Company’s leases, the Company’s incremental borrowing rate, or the Company’s intent to exercise or not exercise options available in lease contracts.

Lease expense and other information for the periods presented consisted of the following (in thousands, except terms and rates):

Operating leases

The Company as the Lessee

The Company leases office space for its headquarters under a non-cancelable operating lease agreement which expires in January 2033. Though the Company will consider renewal options on its lease as it nears expiration, the Company has not recognized any renewal options as part of the current lease term as it is not reasonably certain that it will exercise its option as of March 31, 2025. The rate implicit in the Company’s operating lease is not readily determinable. Thus, the Company uses its incremental borrowing rate to discount lease payments to present value. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis, and is based on the Company’s secured line of credit, which may be adjusted for the specific terms and collateral of the lease. The operating lease agreement does not contain any residual value guarantees or other restrictions or covenants that would cause the Company to incur additional significant financial obligations. The office space lease agreement contains non-lease components, which represent charges for common area maintenance, taxes and utilities. The Company has elected the practical expedient on not separating lease components from non-lease components.

The Company has other leases for office space with terms less than twelve months from contract inception and no options to purchase the underlying asset. These agreements are accounted for as short-term leases in accordance with ASC 842.

Total rent expense for office space leases was$1.4 million for each ofthe three months ended March 31, 2025 and 2024, and is reported gross of sublease income received.

Future maturities of remaining lease payments included in the measurement of operating lease liabilities as of March 31, 2025 are as follows (in thousands):

The Company as the Lessor

The Company provides varying quantities of phone hardware to customers without adjustments to the base subscription price. The Company is deemed a lessor in these arrangements. For the three months ended March 31, 2025 and 2024, the Company recorded lease revenues associated with phone hardware of $1.5 million and $1.1 million, respectively.

In April 2023, the Company entered into a Sublease Agreement for the fourth floor of its corporate headquarters in Lehi, Utah. During each of the three months ended March 31, 2025 and 2024, the Company recorded sublease revenues associated with this agreement of $0.2 million. These revenues are included in other income (expense) on the condensed consolidated statements of operations and comprehensive loss.

Finance leases

The Company is the lessee in all of its finance lease arrangements. In June 2016, the Company began financing its purchases of phone hardware through lease agreements classified as finance leases. As of March 31, 2025 the Company had 94 executed and active lease agreements, respectively, for phone hardware with maturity dates ranging from April 2025 to March 2028. As of March 31, 2025, the gross value of phone hardware acquired under these finance leases approximated $21.1 million. Amortization expense on finance-leased phone hardware was $1.8 million for each of the three months ended March 31, 2025 and 2024, which is included in the depreciation expense referenced in Note 5.

Future minimum lease payments for the Company’s finance leases as of March 31, 2025 were as follows (in thousands):

7. Income Taxes

The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. The Company reported provision for income taxes of $71.4 thousand and $14.1 thousand for the three months ended March 31, 2025 and 2024, respectively, which resulted in an effective tax rate of (0.8)% and (0.2)% for the three months ended March 31, 2025 and 2024, respectively. The provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate of 21% for the periods presented primarily due to changes in the Company’s valuation allowance, state and foreign taxes, and the tax effects of stock-based compensation.

The Company is subject to income tax in the U.S. as well as other tax jurisdictions in which the Company operates. The Company’s U.S. operations have resulted in losses, and as such, the Company maintains a valuation allowance against all U.S. deferred tax assets. While the Company believes its current valuation allowance is appropriate, the Company assesses the need for an adjustment to the valuation allowance on a quarterly basis. The assessment is based on all available positive and negative evidence including past results of operations, forecasted earnings, tax planning strategies, and all sources of future taxable income. In the event the Company determines that it will be able to realize all or part of its net deferred tax assets in the future, all or part of the valuation allowance will be released in the period in which the Company makes such determination. The release of all or part of the valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which it is released.

8. Debt

In August 2021, the Company established a revolving line of credit with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”) allowing for total borrowing capacity up to $50.0 million, subject to reduction should the Company fail to meet certain metrics for recurring revenue and customer retention (the “August 2021 Agreement”). The line of credit, as amended, matures in August 2025. Amounts outstanding on the line of credit accrue interest at the greater of prime rate plus 0.25% and 3.50%. The Company is required to pay an annual fee of $0.1 million beginning on the effective date of the August 2021 Agreement, and continuing on the anniversary of the effective date as well as a quarterly unused line of credit fee of 0.15% per annum of the available borrowing amount should the outstanding principal balance drop below $10.0 million (calculated based on the number of days and based on the average available borrowing amount). The line of credit is collateralized by substantially all of the Company’s assets. In March 2024, the Company amended the revolving line of credit agreement with SVB, which amended certain terms of the August 2021 Agreement, including but not limited to, setting EBITDA financial covenants of the Company for the 2024 fiscal year. The August 2021 Agreement, as amended, includes financial covenants requiring that, at any time, if the Company’s total unrestricted cash and cash equivalents held at SVB plus the Company’s short-term investments managed by SVB is less than $100.0 million, the Company must at all times thereafter maintain a consolidated minimum $20.0 million in liquidity, meaning unencumbered cash and short-term investments plus available borrowing on the line of credit, and the Company must meet specified minimum levels of EBITDA, as adjusted for stock-based compensation and changes in its deferred revenue. The Company was in compliance with all debt covenants for the three months ended March 31, 2025 and the year ended December 31, 2024. As of March 31, 2025, we hadno outstanding borrowings under our line of credit.

9. Stockholders’ Equity

Stock-Based Compensation Expense

Stock-based compensation expense, consisting of service-based expense related to the equity incentive plans, including expense from stock options and restricted stock units, and the employee stock purchase plan, was classified as follows in the accompanying condensed consolidated statements of operations and comprehensive loss for each of the periods presented (in thousands):

Equity Incentive Plan

In November 2021, in connection with the Company’s initial public offering (“IPO”), the Company adopted the 2021 Equity Incentive Plan (the “2021 EIP”) under which the Company could issue stock options or restricted stock units (“RSUs”) as awards. In addition to shares remaining available for issuance under a prior plan and shares subject to awards under the prior plan that may return to the 2021 EIP, the Company reserved 9.0 million shares of common stock for future issuance under the 2021 EIP, with scheduled annual increases to the reserve for amounts to be determined by the board of directors of the Company (the “Board”), subject to a maximum amount. In the first quarters of 2025 and 2024, the Board reserved an additional 3.7 million and 3.5 million common shares, respectively, for future issuance under the 2021 EIP.

In March 2023, the Company adopted the 2022 Inducement Equity Incentive Plan (the “Inducement Plan”) and reserved an additional 7.0 million shares of common stock for future issuance.

Stock-based compensation expense related to the 2021 EIP and the Inducement Plan was $8.8 million and$6.6 million for the three months ended March 31, 2025 and 2024, respectively.

Stock Options

Most stock options have afour-year vesting schedule with aone-year cliff and are classified as incentive stock options (“ISOs”). Some stock options have been granted in lieu of bonuses and have expeditedtwo- orthree-year vesting schedules. All awards vest based on service conditions.

Unrecognized stock-based compensation expense related to outstanding stock options as of March 31, 2025 and 2024 was$0.2 million and $2.6 million, respectively. Stock-based compensation expense is recognized on a straight-line basis over the remaining weighted-average vesting periods. As of March 31, 2025 and 2024 the weighted-average vesting periods approximated 0.43 years and 1.02 years, respectively.

Stock option activity was as follows:

The aggregate intrinsic value of stock options exercised is outlined in the table above. The intrinsic value represents the excess of the estimated fair value of the Company’s common stock on the date of exercise over the exercise price of each stock option.

Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award. The fair value of the awards is fixed at grant date and amortized over the remaining service period. The Company uses the Black-Scholes model to estimate the value of its stock options issued under the 2021 EIP. Management reviews stock option grants and determines whether further valuation adjustments are appropriate based on recent company performance and/or changes in market conditions. The volatility assumed in the estimate was based on comparable publicly traded companies in the same industry and considers the expected term calculated by the Company. The expected term of the options was derived from a simplified method which estimated the term based on an averaging of the vesting period and contractual term of the stock option grant. The risk-free rate utilized was the average of the five- and seven-year U.S. Treasury yields as the estimated expected term for stock options approximated 6 years. The Company has no plans to declare dividends in the foreseeable future.

Restricted Stock Units

RSUs granted under the 2021 EIP and the Inducement Plan vest and settle upon the satisfaction of a service-based condition. The service-based condition for these awards is generally satisfied over three years. As of March 31, 2025, a total of 19,788 RSUs are outstanding for awards that were issued to non-employee directors have athree-year vesting schedule, with 33% vestingone year from the grant date and the remaining 67% vesting annually over the remainingtwo years. As of March 31, 2025, a total of 116,298 RSUs are outstanding that were issued to non-employee directors that have aone-year vesting schedule, with 100% vesting on the earlier ofone year from the grant date or the annual meeting of stockholders. The remaining RSUs that have been issued have athree-year vesting schedule with 33% vestingone year from grant date and the remaining 67% vesting quarterly over the remainingtwo years.

RSU activity was as follows:

The total fair value of RSUs that vested during the three months ended March 31, 2025 and 2024 was $12.5 million and $6.4 million, respectively.

As of March 31, 2025, there was $57.0 million of unrecognized stock-based compensation expense related to outstanding RSUs, which is expected to be recognized over a weighted-average period of 2.3 years.

Employee Stock Purchase Plan

In October 2021, the Company adopted the Employee Stock Purchase Plan (“ESPP”) in which eligible employees may contribute up to 50% of their base compensation to purchase shares of common stock at a price equal to 85% of the lower of (1) the fair market value of a share of the Company’s common stock at the beginning of the offering period and (2) the fair market value of a share of the Company’s common stock on the purchase date. No participant may purchase more than 2,500 shares during any offering period. The ESPP became effective in November 2021 in connection with the Company’s IPO. As of March 31, 2025 and December 31, 2024,4,034,053 and 3,301,800 shares were reserved for issuance, and 796,200 and 677,635 shares, respectively, of common stock had been issued under the ESPP. The number of shares available for issuance under the ESPP may be increased on the first day of each fiscal year beginning with the 2022 fiscal year by an amount to be determined by the board of directors. In the first quarter of 2025, the Board reserved an additional 732,253 common shares for issuance under the ESPP.

The 2021 ESPP provides forsix-month offering periods beginning February 16 and August 16 of each year, and the last day of each offering period is the purchase date for that period.

During each of the three months ended March 31, 2025 and 2024, the Company recognized $0.2 million of stock-based compensation expense related to the ESPP. As of March 31, 2025 and December 31, 2024, $0.5 million and $1.0 million in accrued ESPP employee payroll contributions are included within accrued liabilities on the consolidated balance sheets, respectively. As of March 31, 2025, total unrecognized compensation expense related to the ESPP was $0.3 million, which will be amortized over the remaining offering period through August 15, 2025.

10. Related Party Transactions

Apart from payments pursuant to our non-employee director compensation program, there wereno related-party transactions during the three months ended March 31, 2025 and 2024.

11. Commitments and Contingencies

Legal Matters

As of March 31, 2025, and through the issuance date of these unaudited condensed consolidated financial statements, the Company is not involved in any legal proceedings that it believes could have a material adverse effect on its business, financial condition or results of operations.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claims brought by any third-party against such indemnified party with respect to licensed technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. No liability associated with such indemnifications has been recorded as of March 31, 2025.

12. Net Loss Per Share

The following tables present the calculation of basic and diluted net loss per share for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share amounts):

The following potentially outstanding common shares were excluded from the computation of diluted net loss per share attributable to common stockholders as of the end of the periods presented because their inclusion would have been antidilutive:

13. Segment Reporting

The Company hasone reportable segment: Weave platform. The Weave platform segment provides communications and payments services to customers under software-as-a-service arrangements. The Company derives revenue exclusively in North America and manages the business activities on a consolidated basis. The technology used in the customer arrangements is based on a single software platform that is deployed to and implemented by customers in a similar manner.

The Company’s CEO, who is also the CODM, reviews operating results using consolidated net loss as the measure of segment profitability. The CODM considers budget-to-actual variances on a monthly basis for this profit measure when making decisions about allocating capital and personnel. Significant expense categories regularly provided to the CODM are the consolidated functional expense categories reported in the Company’s statements of operations and comprehensive loss. Consolidated net loss and functional expenses are not presented as their presentation would be duplicative of the condensed consolidated statements of operations and comprehensive loss. Asset information is not presented because it is not a significant measure utilized by the CODM, and its presentation would be duplicative of the condensed consolidated balance sheets.

The following table presents information about reported segment revenue, significant segment expenses, and segment net loss for the three months ended March 31, 2025 and 2024 (in thousands):

¹ Other segment items include interest income and expense, other income, income taxes, property tax, bad debt expense, business insurance, and travel-related expenses.

14. Subsequent Events

On May 4, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Vidurama, Inc., a Delaware corporation (“TrueLark”), an AI-powered receptionist and front-desk automation platform provider. Pursuant to the Merger Agreement, Project Sparrow Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Weave (“Merger Sub”), will merge with and into TrueLark (the “Merger”), with TrueLark continuing as the surviving corporation of the Merger. Under the terms and conditions of the Merger Agreement, all of the outstanding capital stock of TrueLark, and all options and other rights to purchase TrueLark capital stock, will be canceled and converted into the right to receive an aggregate of $35.0 million (the “Purchase Price”), comprised of $25.0 million in cash and $10.0 million in shares, subject to certain closing and potential post-closing adjustments. Weave expects to issue 999,810 shares of its common stock in connection with the closing of the Merger (the “Shares). Certain portions of the Purchase Price (both cash and Shares) will be subject to holdback provisions to secure potential post-closing adjustments to the Purchase Price and the indemnification obligations of certain TrueLark securityholders.The Company intends to fund the cash portion of the Purchase Price with cash on hand. Additionally, in connection with the closing of the transaction, Weave intends to grant performance-based restricted stock unit awards to certain key personnel of TrueLark with vesting over atwo-year period.