Income Taxes (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
May 31, 2025 |
| Income Taxes [Line Items] |
|
|
| Schedule of Income/(Loss) Before Income Tax Expense |
Income/(loss) before income tax expense is attributable to the following geographic locations:
|
|
|
Year ended December 31, 2025
|
|
Year ended December 31, 2024
|
|
Year ended December 31, 2023
|
|
Hong Kong
|
|
$
|
(1,409,614 |
)
|
|
$
|
(3,944,692 |
)
|
|
$
|
(1,297,897 |
)
|
|
Singapore
|
|
|
111,972 |
|
|
|
(252,611 |
)
|
|
|
(2,956,296 |
)
|
|
Other jurisdictions
|
|
|
(78,788 |
)
|
|
|
39,566 |
|
|
|
(86,782 |
)
|
|
Loss before income tax expense
|
|
$
|
(1,376,430 |
)
|
|
|
(4,157,737 |
)
|
|
|
(4,340,975 |
)
|
|
|
| Schedule of Income Taxes Expenses Computed at the Hong Kong Statutory Tax Rate |
The reconciliation of income taxes expenses computed at the Hong Kong statutory tax rate applicable to income tax expense is as follows:
|
|
|
Year ended December 31, 2025
|
|
|
|
Year ended December 31, 2024
|
|
|
|
Year ended December 31, 2023
|
|
|
|
Net loss before tax
|
|
$
|
(1,376,430 |
)
|
|
100 |
%
|
|
$
|
(4,157,737 |
)
|
|
100 |
%
|
|
$
|
(4,340,975 |
)
|
|
100 |
%
|
|
Hongkong statutory income tax rate
|
|
|
16.5 |
%
|
|
|
|
|
|
16.5 |
%
|
|
|
|
|
|
16.5 |
%
|
|
|
|
| Provision for income tax benefit at Hong Kong statutory income tax rate (16.5%) |
|
|
(227,110 |
) |
|
16.5 |
% |
|
|
(686,027 |
) |
|
16.5 |
% |
|
|
(716,261 |
) |
|
16.5 |
% |
|
Domestic tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-taxable interest income
|
|
|
(13,907 |
)
|
|
1.0 |
%
|
|
|
(5,477 |
)
|
|
0.1 |
%
|
|
|
(1,071,774 |
)
|
|
24.7 |
%
|
|
Non-deductible expenses
|
|
|
|
|
|
0.0 |
%
|
|
|
195 |
|
|
0.0 |
%
|
|
|
98,704 |
|
|
(2.3 |
)%
|
|
Change in valuation allowance
|
|
|
223,918 |
|
|
(16.3 |
)%
|
|
|
702,123 |
|
|
(16.9 |
)%
|
|
|
1,705,603 |
|
|
(39.3 |
)%
|
|
Foreign tax effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cayman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
– Statutory tax rate difference between Cayman and Hong Kong
|
|
|
16,128 |
|
|
(1.2 |
)%
|
|
|
(9,191 |
)
|
|
0.2 |
%
|
|
|
(5,078 |
)
|
|
0.1 |
%
|
|
Other foreign jurisdictions
|
|
|
917 |
|
|
0.0 |
%
|
|
|
(1,623 |
)
|
|
0.1 |
%
|
|
|
(11,185 |
)
|
|
0.3 |
%
|
|
Effective income tax expense
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
| Schedule of Income Taxes Paid |
Income taxes paid by jurisdiction is as follows:
|
|
|
Year ended December 31, 2025
|
|
Year ended December 31, 2024
|
|
Year ended December 31, 2023
|
|
Hong Kong
|
|
$
|
|
|
$
|
|
|
|
|
Singapore
|
|
|
|
|
|
|
|
|
|
Other jurisdictions
|
|
|
|
|
|
|
|
|
|
Total income taxes paid
|
|
$
|
|
|
|
|
|
|
|
|
| Schedule of Deferred Tax Assets and Liabilities |
The following represents the tax effect of each major type of temporary difference.
|
|
|
December 31, 2025
|
|
December 31, 2024
|
|
Deferred tax asset:
|
|
|
|
|
|
|
|
|
|
Net operating losses carryforwards
|
|
$
|
15,365,786 |
|
|
$
|
15,107,318 |
|
|
Depreciation and amortization
|
|
|
86,843 |
|
|
|
128,896 |
|
|
Impairment loss on assets
|
|
|
537,830 |
|
|
|
537,830 |
|
|
Total Deferred tax asset
|
|
|
15,990,459 |
|
|
|
15,774,044 |
|
|
Valuation allowance
|
|
|
(15,990,459 |
)
|
|
|
(15,774,044 |
)
|
|
Deferred tax asset, net of valuation allowance
|
|
$
|
|
|
|
$
|
|
|
|
|
| Schedule of Changes in Valuation Allowance |
Changes in valuation allowance are as follows:
|
|
|
December 31, 2025
|
|
December 31, 2024
|
|
December 31, 2023
|
|
Balance as of January 1
|
|
$
|
15,774,044 |
|
|
$
|
17,407,156 |
|
|
15,705,088 |
|
|
Additions
|
|
|
223,918 |
|
|
|
702,123 |
|
|
1,705,603 |
|
|
Disposal
|
|
|
(7,503 |
)
|
|
|
(2,335,235 |
)
|
|
(3,535 |
)
|
|
Balance as of December 31
|
|
$
|
15,990,459 |
|
|
$
|
15,774,044 |
|
|
17,407,156 |
|
|
|
| DiamiR Biosciences Corp. [Member] |
|
|
| Income Taxes [Line Items] |
|
|
| Schedule of Income Taxes Expenses Computed at the Hong Kong Statutory Tax Rate |
|
For the years ended May 31, 2025 and 2024, a reconciliation of the Company’s effective tax rate to the statutory U.S. Federal rate is as follows:
|
|
|
2025
|
|
2024
|
|
Income taxes at Federal statutory rate
|
|
21.0 |
%
|
|
21.0 |
%
|
|
Discounts and interest on notes
|
|
(2.4 |
)%
|
|
(2.1 |
)%
|
|
Financing costs
|
|
(4.3 |
)%
|
|
—
|
%
|
|
State taxes
|
|
—
|
%
|
|
(4.2 |
)%
|
|
Other
|
|
(2.3 |
)%
|
|
(1.2 |
)%
|
|
Change in valuation allowance
|
|
(14.3 |
)%
|
|
(36.3 |
)%
|
|
Income tax provision
|
|
(2.3 |
)%
|
|
(22.9 |
)%
|
|
| Schedule of Deferred Tax Assets and Liabilities |
|
The Company’s deferred tax assets and liabilities consist of the following at May 31, 2025 and 2024:
|
|
|
May 31, 2025
|
|
May 31, 2024
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Tax benefit of net operating loss carry-forward (NOL)
|
|
$
|
351,453 |
|
|
$
|
247,637 |
|
|
FIN48 reduction in NOL
|
|
|
(269,420 |
)
|
|
|
(219,793 |
)
|
|
Stock compensation
|
|
|
351,136 |
|
|
|
346,030 |
|
|
Research and development expenses
|
|
|
422,170 |
|
|
|
372,544 |
|
|
Other
|
|
|
1,152 |
|
|
|
2,432 |
|
|
Total deferred tax assets:
|
|
|
856,490 |
|
|
|
748,850 |
|
|
Deferred tax liabilities
|
|
|
(8,152 |
)
|
|
|
(4,583 |
)
|
|
Net deferred tax assets:
|
|
|
848,338 |
|
|
|
744,267 |
|
|
Valuation allowance for deferred tax assets
|
|
|
(848,338 |
)
|
|
|
(744,267 |
)
|
|
Deferred tax assets, net of valuation allowance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
| Schedule of Provision For Income Taxes |
|
For the years ended May 31, 2025 and 2024, the provision for income taxes consisted of the following:
|
|
|
2025
|
|
2024
|
|
Current:
|
|
|
|
|
|
|
|
Federal
|
|
$
|
16,483 |
|
$
|
112,947 |
|
State
|
|
|
1,456 |
|
|
1,456 |
|
Total current
|
|
|
17,939 |
|
|
114,403 |
|
Deferred:
|
|
|
|
|
|
|
|
Federal
|
|
|
—
|
|
|
—
|
|
State
|
|
|
—
|
|
|
—
|
|
Total deferred
|
|
|
—
|
|
|
—
|
|
Total
|
|
$
|
17,939 |
|
$
|
114,403 |
|
| Schedule of Unrecognized Tax Benefits |
|
The Company recognizes a tax benefit from an uncertain tax position when it is more-likely-than-not that it will be sustained upon examination by tax authorities.
|
Unrecognized tax benefits, May 31, 2023
|
|
$
|
217,239 |
|
Gross increases – tax positions in current period
|
|
|
155,305 |
|
Unrecognized tax benefits, May 31, 2024
|
|
|
372,544 |
|
Gross increases – tax positions in current period
|
|
|
49,626 |
|
Unrecognized tax benefits, May 31, 2025
|
|
$
|
422,170 |
|