v3.26.1
ACQUISITIONS AND INVESTMENTS - Summary of Preliminary Purchase Price Allocation (Details)
 3 Months Ended
Jan. 15, 2026
USD ($)
Dec. 31, 2025
USD ($)
Sep. 30, 2025
EUR (€)
Liabilities assumed:      
Contingent consideration (related party) (3) | €     € 1,000,000
Lyocon Acquisition [Member]      
Consideration transferred:      
Paid in consideration to the sellers $ 750,000    
Lyocon Convertible Notes [1] 1,422,000    
Contingent consideration [2] 138,558    
Business Combination, Consideration Transferred, Total 2,310,558    
Assets acquired:      
Cash and cash equivalents 95    
Accounts receivable 243,765    
Inventories, net of reserve 247,029    
Prepaid expenses and other current assets 37,264    
Property and equipment 12,543    
Developed technology 348,720    
Customer relationships 267,352    
Other assets 45,383    
Trade names and trademarks 62,770    
Total assets acquired 1,264,921    
Liabilities assumed:      
Accounts payable 143,652    
Accrued expenses 347,309    
Deferred tax liability 173,351    
Other liabilities 65,209    
Total liabilities assumed 729,521    
Net identifiable assets acquired 535,400    
Goodwill 1,775,158    
Orbit S R L [Member]      
Consideration transferred:      
Paid in consideration to the sellers 2,000,000 $ 1,500,000  
Deposit on acquisition 733,272    
Subscription for Orbit shares at fair value (1) [3] 12,968,437    
Previously held equity interest [4] 890,398    
Business Combination, Consideration Transferred, Total 16,592,107    
Assets acquired:      
Cash and cash equivalents 1,459,085    
Accounts receivable 263,613    
Prepaid expenses and other current assets 1,677,545    
Property and equipment 13    
Developed technology 2,092,320    
Customer relationships 139,488    
Other assets 31,126    
Total assets acquired 5,663,190    
Liabilities assumed:      
Accounts payable 906,589    
Accrued expenses 4,667,433    
Other liabilities 194,322    
Contingent consideration (related party) (3) 790,432 [5]   € 790,432
Total liabilities assumed 6,558,776    
Net identifiable assets acquired (895,586)    
Goodwill $ 17,487,693    
[1] The Lyocon Convertible Notes were measured at the aggregate initial fair value of $1,422,000 at the acquisition date using a combined approach which utilizes both a Black-Scholes option pricing model for the conversion feature and a discounted cash flow to value the debt component. These measurements are non-recurring Level 3 inputs in the fair value hierarchy as they incorporate significant unobservable inputs, including assumed volatility, yield curves and discount rates. For additional information, see Note 10.
[2] The fair value of the contingent consideration was estimated using a Monte Carlo simulation incorporating management's projections of Lyocon's EBITDA performance and a risk-adjusted discount rate. For additional information, see Note 7.
[3] The subscription for Orbit shares was remeasured to its acquisition date fair value of $12,968,437 using the fair value of the underlying Common Stock into which the Orbit Preferred Obligation is settleable, which is a non-recurring Level 1 fair value input in the fair value hierarchy as it incorporates observable inputs.
[4] The previously held equity interest in Orbit was remeasured to its fair value at the acquisition-date, as described under Equity Method Investment above. The fair value of the equity interest in Orbit as of the acquisition date consisted of the fair value of the Orbit business, as determined by third-party valuation specialists using the income approach. Under the income approach, a discounted cash flow methodology was utilized, which estimates the present value of the Orbit equity at time of investment at an appropriate discount rate, and is a non-recurring Level 3 fair value measurement within the fair value hierarchy due to the
significant unobservable inputs, including earnings before interest, taxes, and depreciation, and amortization margins, depreciation expense, capital and development expenditures, discount rates, and tax rates, among others.
[5] In September 2025, Orbit acquired a risk-management software business branch from RegTech, which included contingent consideration that was assumed in the Orbit Change of Control. The contingent consideration consisted of a variable earnout equal to 10% of cash collections on commercial revenues of Orbit through September 30, 2028, capped at €1,000,000 (the "RegTech Contingent Consideration"). The RegTech Contingent Consideration was recognized at its acquisition-date fair value of $790,432 and is classified as a liability measured at fair value on the condensed consolidated balance sheet, with changes in the fair value of the contingent consideration recognized in change in fair value of contingent consideration on the condensed consolidated statements of operations and comprehensive loss. The fair value of the RegTech Contingent Consideration was determined using a Monte Carlo simulation approach based on forecasted collections of Orbit through September 30, 2028, which is a Level 3 fair value measurement within the fair value hierarchy due to the significant unobservable inputs, including projected collections and the discount rate. For additional information, refer to Note 7. Because RegTech is under the common control of the Company’s Executive Chairman and Co-CEO, the RegTech Contingent Consideration constitutes a related party transaction.