On June 30, 2023, the Company entered into the MediFind Acquisition to acquire 100% of the outstanding equity of MediFind for aggregate consideration payable of $8,871. A portion of the consideration was paid in cash at closing (subject to a customary working capital adjustment) with the remainder of the consideration settled through the issuance of 150,786 shares of the Company's common stock to certain MediFind stockholders. MediFind is a consumer-facing healthcare product that helps patients - especially those with serious, chronic and rare diseases - find better care faster. The MediFind Acquisition was accounted for as a business combination. The Company acquired MediFind to reinforce its commitment to patient-centered care and expand its offerings to consumers.

On August 11, 2023, the Company entered into the Access Acquisition to acquire 100% of the outstanding equity of Access eForms for aggregate consideration payable of $37,411. A portion of the consideration was paid in cash at closing (subject to a customary working capital adjustment) with the remainder of the consideration settled through the issuance of 1,096,436 shares of the Company's common stock to the holders of the outstanding equity of Access eForms. Access is an innovative electronic forms management and automation provider that helps hospitals across the country streamline workflows, improve compliance and deliver a better patient experience. The Access Acquisition was accounted for as a business combination. The Company acquired Access to enhance and build on its existing functionality in the acute care space and to expand its network of clients and partners.

On October 3, 2023, the Company entered into the ConnectOnCall Acquisition to acquire 100% of the outstanding equity of ConnectOnCall for aggregate consideration payable of $13,946. A portion of the consideration was paid in cash at closing with the remainder of the consideration payable in seven quarterly installments beginning in fiscal year 2024. The first installment was paid in January 2024. ConnectOnCall is a founder-owned company with an automated medical answering solution that routes and triages after-hours calls and manages high daytime call volumes. The ConnectOnCall solution is built on real-time Electronic Health Record (EHR) integrations, enhancing the control and transparency of patient information for providers or practices when returning calls. The Company acquired ConnectOnCall to expand its offerings to provider organizations, helping them make the call-triaging process more efficient and less expensive.


	MediFind		Access		ConnectOnCall		Total
Cash consideration paid to sellers	$	4,195	$	6,766	$	3,946	$	14,907
Equity consideration paid to sellers	4,676		30,645		—		35,321
Liabilities incurred to sellers	—		—		10,000		10,000
Total fair value of acquisition consideration	$	8,871	$	37,411	$	13,946	$	60,228

The acquisition-date fair value of equity consideration transferred was estimated using the closing stock price on the acquisition date for each acquisition. The acquisition-date fair value of liabilities incurred to sellers was estimated based on the timing of payments and an appropriate credit-adjusted discount rate of 9.3% per annum, determined with the assistance of a third-party appraiser. The Company accrues interest on the liability at 9.3% per annum. The Company recorded $294 of interest expense on the liability incurred to sellers during the year ended January 31, 2024. The total undiscounted liability incurred to the sellers of ConnectOnCall was $10,937.

The following table summarizes the calculation of cash paid for each acquisition, net of cash acquired per the Company's consolidated statement of cash flows for the fiscal year ended January 31, 2024.


	MediFind		Access		ConnectOnCall		Total
Cash consideration paid to sellers	$	4,195	$	6,766	$	3,946	$	14,907
Less: cash acquired	(231)		(80)		(23)		(334)
Cash paid for acquisitions, net of cash acquired per statement of cash flows	$	3,964	$	6,686	$	3,923	$	14,573

The purchase price was allocated to the tangible assets acquired, the identifiable intangible assets acquired and the liabilities assumed based on their acquisition-date estimated fair values or other measurement bases specified by ASC 805 - Business Combinations.


	MediFind		Access		ConnectOnCall		Total
Cash	$	231	$	80	$	23	$	334
Accounts receivable	149		1,870		244		2,263
Other current assets	722		110		33		865
Identified intangible assets acquired	2,300		18,300		2,000		22,600
Goodwill	6,821		23,426		11,862		42,109
Total assets acquired	$	10,223	$	43,786	$	14,162	$	68,171
Accounts payable	(121)		(196)		(89)		(406)
Accrued liabilities	(816)		(884)		(49)		(1,749)
Deferred revenue	(292)		(5,295)		(78)		(5,665)
Deferred income tax liabilities	(123)		—		—		(123)
Total purchase price	$	8,871	$	37,411	$	13,946	$	60,228

The components of intangible assets acquired in the MediFind Acquisition were as follows:


	Estimated Useful Life (in Years)	Fair Value
Technology	7	$	1,200
Trademark	15	700
Customer relationships	10	400
Total identifiable intangible assets acquired		$	2,300

The components of intangible assets acquired in the Access Acquisition were as follows:


	Estimated Useful Life (in Years)	Fair Value
Technology	7	$	5,200
Trademark	15	2,400
Customer relationships	15	10,700
Total identifiable intangible assets acquired		$	18,300

The components of intangible assets acquired in the ConnectOnCall Acquisition were as follows:


	Estimated Useful Life (in Years)	Fair Value
Technology	5	$	1,500
Customer relationships	15	500
Total identifiable intangible assets acquired		$	2,000

The Company, with the assistance of a third-party appraiser, assessed the fair value of the assets of MediFind, Access and ConnectOnCall. The fair value of the acquired technology and trademark assets were estimated using the relief from royalty method. The fair value of customer relationships was estimated using a multi-period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with each asset.

The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is not expected to be deductible for income tax purposes.

The goodwill recognized in each of the acquisitions is primarily attributable to expected synergies of the combined businesses driven by integrating the license and technology into the solutions and engaging with patients and providers, as well as the acquisition of an assembled workforce. The goodwill recognized for the Access and ConnectOnCall acquisitions is expected to be tax deductible. The goodwill recognized for the MediFind acquisition is not expected to be tax deductible.

During the year ended January 31, 2024, the Company incurred $3,106 of acquisition related costs for the MediFind, Access and ConnectOnCall acquisitions. These costs are primarily included within general and administrative expenses in the consolidated statements of operations.

On December 3, 2021, the Company entered into an agreement to acquire 100% of the outstanding equity of Insignia, a founder-led and mission-oriented company for cash consideration of $37,208. Insignia provides coaching and education solutions in conjunction with Insignia's exclusive worldwide license to the PAM. The PAM is a survey measuring a patient's knowledge, skills and ability to manage their care. The Company acquired Insignia to enable the Company to understand and engage patients in more personalized ways based on their level of activation. The Insignia Acquisition was accounted for as a business combination.

The following table summarizes the calculation of cash paid for the acquisition of Insignia, net of cash acquired per the Company's consolidated statement of cash flows for the year ended January 31, 2022.

During the fiscal year ended January 31, 2022, the Company incurred $720 of acquisition related costs for the Insignia Acquisition. These costs are primarily included within general and administrative expenses in our consolidated statement of operations.

During the years ended January 31, 2023 and 2022, the Company recorded certain measurement period adjustments related to the acquisitions of Insignia and QueueDr. The financial impact of measurement period adjustments was not material.