| Schedule of Business Combination |
The following table summarizes the approximate values of consideration paid and the net assets acquired on the acquisition date: | | | | | | | Purchase consideration: | | | Cash, net of cash acquired | $ | 21,090,525 | | | Fair value of identifiable assets acquired and liabilities assumed: | | | Customer relationships | $ | 9,400,000 | | | Prepaid expenses | 109,538 | | | Total identifiable assets acquired | 9,509,538 | | | Accounts payable | (991,616) | | | Deferred revenue | (462,398) | | | Total liabilities assumed | (1,454,014) | | | Net identifiable assets acquired | 8,055,524 | | | Goodwill | 13,035,001 | | | Net assets acquired | $ | 21,090,525 | |
The following table summarizes the approximate values of consideration paid and the net assets acquired on the acquisition date: | | | | | | Purchase consideration: | | Cash, net of cash acquired | $ | 21,090,525 | | Fair value of identifiable assets acquired and liabilities assumed: | | Customer relationships | $ | 9,400,000 | | Prepaid expenses | 109,538 | | Total identifiable assets acquired | 9,509,538 | | Accounts payable | (991,616) | | Deferred revenue | (462,398) | | Total liabilities assumed | (1,454,014) | | Net identifiable assets acquired | 8,055,524 | | Goodwill | 13,035,001 | | Net assets acquired | $ | 21,090,525 | |
The following table summarizes the approximate values of consideration paid and the net assets acquired on the acquisition date: | | | | | | Purchase consideration: | | Cash, net of cash acquired | $ | 5,644,898 | | Contingent consideration – common stock (20,513 shares) | 53,539 | | Portion of seller’s transaction costs paid by the Company | 94,216 | | | $ | 5,792,653 | | Fair value of identifiable assets acquired and liabilities assumed: | | Customer relationships | $ | 3,100,000 | | Accounts receivable | 225,645 | | Prepaid expenses and other assets | 136,231 | | Total identifiable assets acquired | 3,461,876 | | Accrued expenses and other current liabilities | (486,517) | | Total liabilities assumed | (486,517) | | Net identifiable assets acquired | 2,975,359 | | Goodwill | 2,817,294 | | Net assets acquired | $ | 5,792,653 | |
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| Schedule of Pro Forma Information |
The following table shows the proforma financial information for the Company and MG Stover: | | | | | | | For the Three Months Ended March 31, 2025 | | Revenues | $ | 19,057,115 | | | Net loss from continuing operations | $ | (4,262,814) | | | Net loss from continuing operations per basic and diluted share | $ | (0.48) | | | Weighted average common shares outstanding: | | | Basic and Diluted | 8,812,021 | |
The following table shows the proforma financial information for the Company, Theorem, and MG Stover: | | | | | | | | | | | | | For the Year Ended December 31, | | 2025 | | 2024 | Revenues | $ | 68,938,369 | | | $ | 42,492,286 | | Net loss from continuing operations | $ | (40,591,094) | | | $ | (19,172,023) | | Net loss from continuing operations per basic and diluted share | $ | (4.60) | | | $ | (2.13) | | Weighted average common shares outstanding: | | | | Basic and Diluted | 8,822,260 | | | 9,006,533 | |
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