AxoBio was acquired by the Company in August 2023 for (i) 128,178 shares of Common Stock and 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock (the “Series A Preferred Stock”) issued upon the closing of the acquisition (the “Closing Share Consideration”), (ii) $8,000,000 in cash payable upon the delivery of AxoBio’s audited financial statements (the “Closing Cash Consideration”), and (iii) up to $9,000,000 in cash and up to $66,000,000 in shares of Common Stock that, in each case, were subject to the achievement of certain revenue targets and research and development milestones (the “AxoBio Earnout”).

On March 26, 2024, the Company completed the disposition of AxoBio pursuant to a Membership Interest Purchase Agreement with the former stockholders of AxoBio (collectively, the “Buyers”), providing for the sale by the Company of all outstanding limited liability company interests of AxoBio (the “AxoBio Disposition”) to the Buyers. The consideration for the AxoBio Disposition consisted of (i) the Closing Share Consideration, (ii) cancellation of the notes payable to the Buyers in an aggregate principal amount of $8,000,000 issued as the Closing Cash Consideration in the AxoBio Acquisition and (iii) termination of the Company’s obligations with respect to the AxoBio Earnout.

The significant components of discontinued operations for the year ended December 31, 2024 are as follows:


Operating expenses:
Research and development	$	89,972
General and administrative		470,686
Depreciation and amortization		636,449
Total operating expenses		1,197,107
Loss from operations		(1,197,107	)
Other income (expense):
Amortization of debt discount		(4,242	)
Interest expense, related party		(89,448	)
Interest expense		(17,571	)
Total other (expense) income		(111,261	)
Loss before income taxes		(1,308,368	)
Income tax benefit, deferred		156,092
Discontinued operations, net	$	(1,152,276	)