v3.26.1
Business Combinations
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations

Note 3 – Business Combinations 

 

On February 18, 2026, the Company, consummated its acquisition of Family Beginnings P.C. (the “Indiana Clinic”) for a combined purchase price of $760,000, consisting of $360,000 in cash, of which $210,000 was paid at closing, $150,000 was a holdback to be released six months after the closing date, and $400,000 in Series D Preferred (see Note 13 – Stockholders’ Equity for additional information on the Series D Preferred).

 

The Indiana Clinic is a fertility practice that provides direct treatment to patients focused on fertility care, and employs a physician and other healthcare providers to deliver such services and procedures.

 

The Company’s wholly owned subsidiary, Wood Violet Fertility, LLC (“Wood Violet”) purchased the Indiana Clinic’s non-medical assets, and Fertility, P.A., a Florida professional corporation, purchased the Indiana Clinic’s medical assets.

 

On February 18, 2026, in conjunction with the Indiana Clinic acquisition, Wood Violet entered into a Management Services Agreement (the “Indiana MSA”) with Fertility, P.A., pursuant to which Wood Violet provides management, administrative, laboratory, and other operational support services to the medical practice.

 

The Company’s consolidated financial statements for the three months ended March 31, 2026 include the Indiana Clinic’s results of operations from the acquisition date of February 18, 2026 through March 31, 2026. The Company’s consolidated financial statements reflect the preliminary purchase accounting adjustments in accordance with ASC 805, “Business Combinations”, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. The Company assigned no value to tangible assets, liabilities, or other intangible assets for which estimated fair value was determined to be insignificant as of the acquisition date.

 

Consideration given:    
Consideration given:    
Cash  $210,000 
Holdback   150,000 
Series D Preferred   400,000 
Business Acquisition Cost  $760,000 
      
Assets and liabilities acquired:     
Tradename  $150,000 
Goodwill   610,000 
  $760,000 

 

Pro Forma Financial Information

 

The following unaudited pro forma consolidated results of operations for the three months ended March 31, 2026 and 2025 assume the acquisition was completed on January 1, 2025:

   2026   2025 
   Three Months Ended March 31, 
   2026   2025 
Pro forma revenue  $2,173,865   $1,940,531 
Pro forma net loss  $(5,509,014)  $(17,314,688)

 

Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. The share and per share data have been retroactively reflected for the acquisition.