17. Discontinued Operations

On August 7, 2025, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company sold substantially all of the assets of the Genie Division of the Company’s Benchtop Laboratory Equipment Operations located in Bohemia, New York to Troemner, LLC (the “Buyer”). Such assets consisted primarily of fixed assets, inventory, and intangible assets, of which the Company has no remaining assets or liabilities as of December 31, 2025. The purchase price consisted of $9,600,000 less certain working capital adjustments plus an earn-out up to an aggregate of $1,500,000, of which $1,140,000 is guaranteed if the Seller performs certain obligations under a separate Manufacturing and Supply Agreement (“MSA”) and a separate Transition services agreements (“TSA”), under which the Company will supply products currently produced by the Division to the Buyer for a period of up to twelve months, plus transition services which include training and transfer of knowhow by the Company to the Buyer. The amounts earned by the Company under the earn-out provision of the MSA and TSA are recorded as earned based on the contractual services performed and are recorded as a reduction of its operating expenses which amounted to $300,000 during the year ended December 31, 2025.

At December 31, 2025, the Current Assets for Discontinued Operations of $272,900 reflect a receivable from the Buyer while the Current Liabilities for Discontinued Operations of $12,300 reflect a payable to the buyer. As of December 31, 2024, historical assets and liabilities were reclassified to derecognize those assets and liabilities related to the Genie product line.

The gain on disposal was calculated as follows:

The following is the breakdown of the income generated from discontinued operations.