v3.25.1
Equity and Non-Controlling Interests
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Equity and Non-Controlling Interests

4. Equity and Non-Controlling Interests

 

Equity

 

Preferred shares – 10,000,000 shares authorized, no shares issued and outstanding. The board of directors may designate preferred shares to be issued, and may rank preferred shares as junior to, on parity with or senior to other preferred shares (in each case, with respect to distributions or other payments in respect of shares). Since the board of directors may set all the terms of any class of preferred shares, these are considered “blank check” preferred shares. Currently the board has not defined dividend and liquidation preference, participation rights, call prices and dates, sinking-fund requirements, or terms that may change the conversation or exercise price.

 

Class A Common Shares – 95,000,000 shares authorized, 4,950,632 shares issued and outstanding as of March 31, 2025 and December 31, 2024. These shares are common shares and have one vote per share. Currently there is not a defined dividend or liquidation preference.

 

Class B Common Shares – 5,000,000 shares authorized, 5,000,000 issued and outstanding as of March 31, 2025 and December 31, 2024. These shares are common shares and have five votes per share. Currently there is not a defined dividend or liquidation preference. These shares may be converted one to one for Class A Common Shares.

 

Placement Agent and Selling Agent Warrants – 43,420 warrants of Class A common shares have been issued as part of the private placement and the initial public offering. The Placement Agent and Selling Agent Warrants are subject to standard anti-dilution provisions and may include cashless exercise provisions under certain circumstances. The issuance of the Placement and Selling Agent Warrants is a customary part of compensation for the placement or selling agent’s services in connection with prior offerings.

 

 

Non-Controlling Interests (NCI)

 

For the three months ended March 31, 2025, the Company held a weighted average of 67.78% ownership interest in M1, with the remaining 32.22% representing NCI. In comparison, for the three months ended March 31, 2024, the Company held a 60.94% ownership interest in eXoZymes, with 39.06% held by NCI. eXoZymes was consolidated in the Company’s financial statements during the first quarter of 2024. However, effective November 14, 2024, eXoZymes was deconsolidated and is now accounted for under the equity method. As a result, NCI related to eXoZymes were removed from the consolidated financial statements as of that date.

 

During each period, controlling and NCI changes as a result of capital infusions from the Company. For the three months ended March 31, 2025 there were $55,896 of capital infusions. For the three months ended March 31, 2024, there were no capital infusions. The NCI ownership will be equal to the NCI percentage as of the reporting period. Therefore, there will be a redistribution of equity between MDB and the NCI owner. As of March 31, 2025, the Company’s equity interest in M1 was changed from 67.52% to 67.87%, and the remaining equity interest was owned by the NCI as presented below. As of March 31, 2024, the Company’s equity interest in eXoZymes was 60.94%, and the remaining equity interest was owned by the NCI as presented below:

  

  

For the Three Months Ended

March 31,

 
   2025   2024 
         
Non-controlling companies net loss  $(44,789)  $(1,008,457)
Weighted average non-controlling percentage   32.22%   39.06%
Net loss non-controlling interest  $(14,431)  $(393,903)
Prior period balance   (89,671)   7,250 
Stock-based compensation   -    142,810 
Ending period balance  $(104,102)  $(243,843)

 

If there is a change in the parent ownership in a subsidiary from an additional investment or from the issuance of stock based compensation, a change of the non-controlling ownership is recognized based on the amount invested as required, and per ASC 810-45-21A, the carrying amount of the NCI is adjusted to reflect the change in the non-controlling ownership in the subsidiary’s net assets. Since there was a change in the equity, a reclassification of the NCI in the subsidiary’s net assets is required and reflected in the ending period balance above.