v3.25.2
NOTE 3: DUE TO SELLER
6 Months Ended
Jun. 30, 2025
Notes  
NOTE 3: DUE TO SELLER

NOTE 3: DUE TO SELLER

 

RAN CoPacking Solutions LLC

 

The Company evaluated the Ranco Agreement pursuant to ASC 805 and ASU 2017-01, Topic 805, Business Combinations.

Total fair value of the purchase price consideration as of July 1, 2023 was determined as follows:

 

Cash (due to seller)

 

$1,000,000 

Common stock

 

8,000,000 

Contingent consideration

 

208,000 

Purchase price consideration

 

$9,208,000 

 

On July 1, 2023, the Company issued 4,000,000 shares of common stock pursuant to the Ranco Agreement for a fair value of $8,000,000, or $2.00 per share.

 

Pursuant to the Ranco Agreement, the Company owes the Seller $1,000,000 in cash consideration.  The amount was recorded as a due to seller liability on the consolidated balance sheet.  As of June 30, 2025, no payments were made.

 

In accordance with the Earn Out provisions per the Ranco Agreement, the Company determined an initial fair value of $208,000 based on the fair value of the shares at the acquisition date and probabilities of the respective Earn Out terms.  There was no change in fair value of the contingent consideration at June 30, 2025.