v3.26.1
INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS

8. INTANGIBLE ASSETS

 

Intangible assets consisted of the following:

 

   December 31, 2025   December 31, 2024 
Manna IP  $2,243,812   $7,347,757 
Power Purchase Agreement   408,857    625,736 
Total intangible assets   2,652,669    7,973,493 
Less: Accumulated amortization   (693,812)   (159,917)
Intangible assets, net  $1,958,857   $7,813,576 

 

Manna Intellectual Property

 

In 2021, the Company acquired intellectual property (the “Manna IP”) pursuant to an asset purchase agreement with an unrelated third party. The Manna IP encompasses various patented technologies to naturally process and convert, among other things, fiber rich baking flour products. The Company accounted for the purchase as an asset acquisition and the Manna IP is amortized over its estimated useful life of 20 years. During the years ended December 31, 2025 and 2024, the Company recorded amortization expenses totalling $555,049 and $632,051, respectively.

 

During the year ended December 31, 2024, the Company determined there was indication of impairment for the intangible assets due in part to the significant decline in the Company’s share price. As a result, the Company performed an intangible asset impairment test and determined that the fair value of the intangible asset was $7,832,200 based on an income approach using forecasted discounted royalty payments. For valuing the Manna IP, the Company made estimates regarding future revenues of a market participant, royalty rate, tax rate, and discount rate. The resulting fair value estimate was considered a level 3 fair value estimate given the significant uncertainty involved in estimating future revenues and other inputs.

 

 

In December 2025, the Company entered into a letter of intent, with an unrelated third party, to sell the Manna IP for a purchase price of $1,550,000 (the “Purchase Price”), of which $50,000 was received as a deposit and is reflected in the accompanying consolidated balance sheet as other liabilities. Based on the Purchase Price, the Company determined the Manna IP asset was impaired as of December 31, 2025, and recorded an impairment charge totalling $5,110,592 which is reflected in the accompanying consolidated statement of operations as intangible asset impairment. The remaining balance of $1,550,000 is included within the Corporate and Other reportable segment.

 

Power Purchase Agreement

 

In November 2024, the Company acquired the power purchase agreement (the “Power Purchase Agreement”) pursuant to the Redwater acquisition. The Power Purchase Agreement allows the Company to obtain natural gas for its Natural Gas Power Plant, which was also acquired pursuant to the Redwater acquisition. The Power Purchase Agreement was determined to be a favorable contract asset, and as such was recorded as an intangible asset at the present value of the contractual benefit, estimated to be three years. During the years ended December 31, 2025 and 2024, the Company recorded amortization expenses totalling $217,548 and $32,335, respectively, which is reflected in cost of revenue in the accompanying consolidated statement of operations.

 

The estimated annual amortization expense for the Power Purchase Agreement is $224,429 in 2026 and $184,428 in 2027.

 

Radical Clean Solutions

 

As discussed in Note 5, “Acquisitions and Dispositions,” the Company completed the asset acquisition of RCS in August 2024 and in July 2025, mutually agreed to return the assets and certain liabilities to the seller. The Company recorded a loss on disposal of the RCS business totalling $880,482 and reclassified the asset and liabilities of RCS to assets and liabilities of discontinue operations in the accompany consolidated financial statements.

 

In connection with the RCS acquisition, the following intangible assets were acquired in August 2024:

 

   Weighted Average
Useful Life (Years)
      
In-process research and development  Term of the patent  $300,000 
Trademark  10   10,000 
Brand logo  10   10,000 
Web domain  5   10,000 
Customer list  5   138,000 
Device firmware and software  5   50,000 
RCS blueprints  5   20,000 
Identified assets acquired and liabilities assumed intangibles     $538,000 

 

During the years ended December 31, 2025 and 2024, the Company recorded amortization expenses totalling $30,548 and $16,218, respectively.