NOTE 10 - GOODWILL AND INTANGIBLE ASSETS

Orocidin A/S

On May 13, 2024, the Company and certain shareholders of Orocidin, a Danish stock corporation entered into a Stock Purchase and Sale Agreement (“Business Combination”), under which the Company issued 3,800,000 restricted shares of its Common Stock to the Sellers in exchange for 95% of Orocidin’s outstanding shares of capital stock. The shares were valued at $5.00, the closing stock price of the Company on the date of acquisition.

Orocidin is a preclinical-stage biotechnology company, and is developing a proprietary first-of-its-kind medical treatment for aggressive periodontitis.

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of identifiable assets acquired and liabilities assumed as of the acquisition date. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed was allocated to goodwill.

The $15,680,760 of acquired intangible assets was assigned to IPR&D assets that was recognized at fair value on the acquisition date. To value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach. The method considers the present value of excess earnings generated by Orocidin’s IPR&D after taking into account the cost to realize the revenue, charges for contributory assets and an appropriate discount rate to reflect the time value and risk associated with the invested capital. IPR&D acquired represents Orocidin’s research and development activities related to its next generation of periodontitis therapies.

On November 11, 2024, the Company acquired the remaining 29,663 outstanding common shares and voting interest, or 5.34%, of Orocidin. The acquisition-date fair value of the consideration transferred totaled $650,000, which consisted of 200,000 shares of the Company’s Common Stock. The fair value of the 200,000 common shares issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.

Bio-Convert A/S

On November 11, 2024 (the acquisition date), the Company acquired 100% of the outstanding common shares and voting interest of Bio-Convert. The Company accounted for the transaction as a business combination under ASC 805.

Bio-Convert is a Denmark-based preclinical-stage biotechnology company focused on revolutionizing the treatment of oral leukoplakia, which is a potentially malignant disorder affecting the oral mucosa. Oral leukoplakia is a white patch or plaque that can develop in the oral cavity and when accompanied by dysplasia, it becomes a marker of disease progression and patients can potentially develop oral cancer. Bio-Convert is developing a new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation. This is achieved through a proprietary mucoadhesive oral topical formulation that delivers the drug without any systemic absorption. The aim of the treatment is therefore to eliminate the lesions or to reduce the malignant conversion rate of oral leukoplakia to oral cancer. The effect on oral cancer may improve the surgical removal procedure should this be needed for the oral cancer patients. Bio-Convert’s current plan is to conduct a pilot efficacy study in patients with oral leukoplakia.

The acquisition-date fair value of the consideration transferred totaled $39,000,000, which consisted of 12,000,000 shares of the Company’s Common Stock. The fair value of the 12,000,000 common shares issued was determined based on the closing market price of the Company’s Common Stock on the acquisition date, $3.25.

The $26,675,670 of acquired intangible assets was assigned to in-process research and development assets that was recognized at fair value on the acquisition date. To value the IPR&D, the Company utilized the Multi-Period Excess Earnings Method (“MPEEM”), under the Income Approach. The method considers the present value of excess earnings generated by Bio-Covert’s IPR&D after taking into account the cost to realize the revenue, charges for contributory assets and an appropriate discount rate to reflect the time value and risk associated with the invested capital. IPR&D acquired represents Bio-Convert’s research and development activities related to its new pharmaceutical drug product for the treatment of oral leukoplakia and the prevention of oral cancer formation.

The following table summarizes the goodwill activity for the year ended March 31, 2026:

SCHEDULE OF GOODWILL

The following table summarizes the in-process research and development activity for the year ended March 31, 2026:

SCHEDULE OF IN-PROCESS RESEARCH AND DEVELOPMENT ACTIVITY