v3.26.1
Discontinued Operations
3 Months Ended
Mar. 31, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

Note 6 – Discontinued Operations

 

On June 2, 2025, the Company divested a majority stake in NTI. The Company elected to redeem all outstanding shares of Series C-1 Preferred at a redemption price of 113.8558 shares of Class A Common Stock of NTI for each share of C-1 Preferred being redeemed. Immediately, prior to the redemption, the Company was the holder of 3,227,813 shares of Class A Common Stock of NTI, representing all outstanding common shares of NTI. The Company retained 6,300 shares of Series A Preferred Stock of NTI, which represents 19.9% of the outstanding common stock on an as-if converted basis. In addition, on May 28, 2025, NTI issued a secured convertible promissory note (“NTI Note Receivable”) in the principal amount of $4,803,175 to the Company. The NTI Note Receivable carries an interest rate of 7% per annum and has a maturity date of November 28, 2026. In the event of a Qualified IPO or Qualified Securities transaction, the NTI Note Receivable shall convert into share of NTI Class A Common Stock at a conversion price equal to the closing sale price of the IPO or Qualified Securities, subject to beneficial ownership limitations.

 

In the second quarter of 2025, the Company recognized a loss of $1,534,517 upon the disposition of the 80.1% ownership of NTI.

  

     
Consideration received:    
Series C-1 Preferred  $2,466,810 
NTI Note Receivable   4,803,175 
NTI Series A Preferred   3,879,611 
Business acquisition cost  $11,149,596 
      
Assets and liabilities divested:     
Cash  $6,569 
Other current assets   16,700 
Tradename   257,000 
In process R&D   14,571,000 
Goodwill   3,011,638 
AP & accrued liabilities   (4,804,016)
Debt   (374,778)
Net assets  $12,684,113 
      
Loss on disposition  $1,534,517 

 

The major classes of line items constituting loss from discontinued operations are as follows:

 

    
   March 31, 2025 
Revenue  $- 
Cost of revenue   - 
Selling, general, and administrative expenses   997,152 
Research and development expenses   265,663 
Impairment loss   14,645,069 
Depreciation and amortization   - 
Interest expense   3,431 
Loss on discontinued operations  $15,911,315 

 

There were no depreciation, amortization, capital expenditures, or significant operating and investing noncash items related to the discontinued operations.