v3.26.1
Note 14 - Phaseone Divestiture
12 Months Ended
Dec. 31, 2025
Wound Care [Member]  
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 14. PHASEONE DIVESTITURE

 

On January 3, 2025, the Company entered into a Trademark Acquisition Agreement with its distributor, PhaseOne Health LLC (“PhaseOne”), that provided for the purchase by PhaseOne of two of the Company’s wound care trademarks (the “Wound Care Trademarks”) for a purchase price of $500,000 (the “Trademark Acquisition Agreement,” and such sale, the “PhaseOne Divestiture”). In connection with the PhaseOne Divestiture, the Company also entered into a Transition Services Agreement, dated January 3, 2025, with PhaseOne (the “PhaseOne Transition Services Agreement”), pursuant to which the Company: (i) provided limited transition services to PhaseOne until January 10, 2025; (ii) sold the Company’s existing PhaseOne finished goods inventory from an outstanding purchase order to PhaseOne for an aggregate payment of $126,000; and (iii) a limited amount of remaining componentry inventory. In addition, the PhaseOne Transition Services Agreement provided that the existing supplier and distributor relationship between the Company and PhaseOne would be terminated upon the closing of the PhaseOne Divestiture. The Company completed the PhaseOne Divestiture on January 8, 2025. The Company recorded a net gain of $0.5 million as a result of the PhaseOne Divestiture during the year ended December 31, 2025.

 

The accounting requirements for reporting results related to the Wound Care Trademarks as discontinued operations were met during the first quarter of 2025. Accordingly, the Consolidated Financial Statements and Notes to Consolidated Financial Statements reflect the results related to the Wound Care Trademarks as a discontinued operation for the years presented.

 

In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of discontinued operations in the Consolidated Balance Sheets. The assets and liabilities related to the Wound Care Trademarks have been reflected as discontinued operations in the Consolidated Balance Sheets as of December 31, 2024, and consist of the following (in thousands):

 

   

As of

December 31,

2024

 

ASSETS

       

Current assets:

       

Accounts receivable, net

  $ 6  

Inventory

    48  

Total current assets, discontinued operations

  $ 54  
         

LIABILITIES

       

Liabilities:

       

Current liabilities:

       

Accounts payable

  $ 43  

Total current liabilities, discontinued operations

  $ 43  

 

In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the Consolidated Statements of Operations. Results related to the Wound Care Trademarks for the years ended December 31, 2025 and 2024 have been reflected as discontinued operations in the Consolidated Statements of Operations and consist of the following (in thousands):

 

   

For the years ended

December 31,

 
   

2025

   

2024

 
                 

Net sales

  $ 122     $ 258  

Cost of goods sold

    75       147  

Gross profit

    47       111  

Operating expenses:

               

Research and development

    3       40  

Total operating expenses

    3       40  

Operating income

    44       71  

Gain on divestiture

    500        

Net income from discontinued operations before income taxes

    544       71  

Provision for income taxes

    14        
                 

Net income from discontinued operations, net of taxes

  $ 530     $ 71  

 

In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the Consolidated Statements of Cash Flows. Results related to the Wound Care Trademarks for the years ended December 31, 2025 and 2024 have been reflected as discontinued operations in the Consolidated Statements of Cash Flows and consist of the following (in thousands):

 

   

For the years ended

December 31,

 
   

2025

   

2024

 
                 

Operating activities:

               

Net income from discontinued operations

  $ 530     $ 71  

Adjustments to reconcile net loss to net cash used in operating activities:

               

Non-cash gain on divestiture

    (500 )      

Changes in operating assets and liabilities:

               

Accounts receivable

    6       6  

Inventory

    43       12  

Accounts payable and accrued liabilities

    (38 )     (21 )

Net cash provided by operating activities, discontinued operations

    45       68  
                 

Investing activities:

               

Proceeds from divestiture

    500        

Net cash provided by investing activities, discontinued operations

    500        
                 

Net increase in cash and cash equivalents, discontinued operations

  $ 541     $ 68