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

Note 9 – Intangible Assets & Goodwill

 

Components of intangible assets are as follows:

 

Schedule of Finite-Lived Intangible Assets

   December 31, 2025  

December 31, 2024

 
Tradename  $253,000   $510,000 
Noncompetition agreement   1,980,500    3,961,000 
Less: accumulated amortization   (908,355)   (938,069)
Total intangible assets  $1,325,145   $3,532,931 

 

The changes in the carrying amount of goodwill are as follows:

 

   Fertility Clinic Services   Therapeutics   Total 
Balance as of December 31, 2024            
Goodwill  $5,878,986   $17,656,707   $23,535,693 
Accumulated impairment losses   -    -    - 
Goodwill, net   5,878,986    17,656,707    23,535,693 
Impairment losses   -    (14,645,069)   (14,645,069)
Goodwill written off related to divesture   -    (3,011,638)   (3,011,638)
Balance as of December 31, 2025               
Goodwill   5,878,986    14,645,069    20,524,055 
Accumulated impairment losses   -    (14,645,069)   (14,645,069)
Goodwill, net  $5,878,986   $-   $5,878,986 

 

As part of the Wisconsin Fertility Institute (“WFI”) acquisition, which closed on August 10, 2023, the Company acquired a tradename valued at $253,000, noncompetition agreements valued at $3,961,000 and goodwill of $5,878,986 which includes assembled workforce valued at $34,000. The tradename was deemed to have a useful life of 10 years. The noncompetition agreements were deemed to have a useful life of 5 years. The Company recognized an impairment of $1,397,353 in its Clinic Services segment on the noncompetition agreement as the Company agreed to release Dr. Pritts from her noncompetition agreement as part of a settlement and binding term sheet entered into with Dr. Pritts on May 14, 2025. See Note 18 – Commitments and Contingencies for additional information on the settlement and binding term sheet. 

 

As part of the NTI Acquisition, which closed on October 11, 2024, the Company acquired a tradename valued at $257,000, in-process research and development valued at $14,571,000, and goodwill of $17,656,707, which includes assembled workforce valued at $203,000. The NTI tradename and in-process research and development were deemed to have an indefinite useful life. These assets were derecognized upon the disposition of the majority stake of NTI on June 2, 2025. See Note 4 – Business Combination for additional information on the NTI disposition.

 

During the year ended December 31, 2025, and 2024, the Company recorded amortization expenses related to intangible assets of $553,433 and $817,500, respectively. This amortization expense is related to the WFI tradename and WFI noncompetition agreements.

 

Goodwill has an indefinite useful life and is therefore not amortized. The Company performed an impairment analysis as of March 31, 2025, and determined the goodwill of NTI was impaired by $14,645,069.

 

The Company determined an impairment analysis was needed for the NTI goodwill due to an overall decline in the Company’s stock price as of March 31, 2025. The Company engaged an independent third-party valuation specialist to complete the impairment analysis. The valuation specialist used a discounted cash flow method to determine the fair value of NTI was less than the carrying value and therefore goodwill was impaired by $14,645,069. The NTI goodwill was part of the Therapeutics segment.

 

The following table presents estimated future amortization expense:

 

Schedule of Estimated Future Amortization Expense 

      
2026  $421,400 
2027   421,400 
2028   366,386 
2029   25,300 
2030   25,300 
Total  $1,259,786