Discontinued Operations

3 Months Ended

Mar. 31, 2026

Discontinued Operations [Abstract]

Discontinued Operations

Note 4 – Discontinued Operations

On December 30, 2025, the Company sold substantially all of its manufacturing and operating assets to its former Executive Chairman and former Chief Executive Officer and exited its legacy manufacturing and direct-sales business. In connection with this transaction, the Company entered into a long-term Distribution Agreement pursuant to which the Company now operates as a commission-based distribution agent and no longer manufactures products, owns significant inventory, or incurs costs related to product sourcing, production, warehousing, or distribution.

The sale of substantially all manufacturing and operating assets and the related exit of the legacy business represent a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, the results of the former manufacturing and direct-sales business have been classified as discontinued operations for all periods presented.

The assets and liabilities of the discontinued operations were disposed of or otherwise derecognized as of March 31, 2026, and no assets or liabilities of discontinued operations remain on the Company’s consolidated balance sheet as of that date.

Results of Discontinued Operations

The following table presents components of discontinued operations, net of tax for the three months ended March 31, 2026 and 2025:

		For the Three Months Ended
		March 31,
		2026				2025
Revenues		$	17,842			$	2,476,922
Prior period discounts and refunds			(15,225	)			-
Net revenue			2,617				2,476,922
Cost of goods sold			17,960				1,374,198
Gross profit			(15,343	)			1,102,724

Operating expenses:
General and administrative expenses:
Other general and administrative expenses			623,889				1,931,514
Total general and administrative expenses			623,889				1,931,514
Total operating expenses			623,889				1,931,514

Net operating loss			(639,232	)			(828,790	)

Other income (expense):
Interest income			-				26,710
Gain on termination of leases			80,697				-
Loss on disposition of assets			(1,182	)			-
Total other income			79,515				26,710

Loss of discontinued operations before income tax			(559,717	)			802,080
Income tax provision			-				-
Net loss		$	(559,717	)		$	(802,080	)

Cash received		$	1,500,000
Liabilities assumed by Trea Grove LLC			635,380
Less:
Assets sold:
Assets held for sale			(713,256	)
Construction in process - freeze dryers			(2,768,908	)
Freeze dryers, net			(6,744,473	)
Leasehold improvements, net			(1,459,067	)
Other property plant and equipment, net			(1,778,534	)
Accumulated depreciation			2,670,261
Net loss on disposition of assets			(8,658,598	)
Severance expense			(2,442,500	)
Deal costs			(230,742	)
Loss on sale of assets		$	(11,331,840	)

Balance Sheet

The asset and related liabilities related to the discontinued operations were disposed or derecognized prior to March 31, 2026, therefore the assets and liabilities for the year ended March 31, 2026 represent those of the ongoing operation. The following table represents the assets and liabilities from discontinued operations as of March 31, 2026 and December 31, 2025.

		March 31,				December 31,
		2026				2025
Assets of discontinued operation
Accounts receivable, net		$	-			$	60,333
Current assets of discontinued operation			-				60,333
Total assets of discontinued operation		$	-			$	60,333

		March 31, 2026				December 31, 2025
Liabilities of discontinued operation
Current portion of operating lease liabilities		$	-			$	2,599,102
Total liabilities of discontinued operation		$	-			$	2,599,102

Revenue Reclassification

Revenue recognized in prior periods under the Company’s former manufacturing and direct-sales business model has been reclassified to discontinued operations for all periods presented as a result of the Company’s strategic restructuring and disposal of substantially all manufacturing operations. For the three months ended March 31, 2026, the Company recognized approximately $18 thousand of commission revenue associated with sales activity under the Distribution Agreement.

Total revenues for the three months ended March 31, 2026 is $18 thousand, compared to $2.5 million for the three months ended March 31, 2025. The decrease reflects the Company’s transition from a direct manufacturing and sales model to a commission-based distribution arrangement following the completion of the restructuring in December 2025.

Cost of goods sold for the three months ended March 31, 2026 was $18 thousand, compared to $1.4 million for the three months ended March 31, 2025, reflecting the cessation of manufacturing activity and the shift to a third-party distribution model.

As a result, the Company recorded a gross loss of $15 thousand for the three months ended March 31, 2026, compared to gross profit of $1.1 million for the three months ended March 31, 2025. The change is primarily attributable to the disposal of substantially all manufacturing operations and the resulting transition to an asset-light, commission-based operating structure.

Continuing Involvement

Following the disposition, the Company’s continuing involvement with the former business is limited to our role as an agent who receives commissions from Trea Grove in their role as a Distributor under the Distribution Agreement.