| Schedule of Assets Acquired and Liabilities Assumed |
The purchase price allocation as of the Closing Date and then re-forecasted as of December 31, 2025 was as follows: | | | At
Closing
Date | | | Change | | | At
December 31,
2025 | | | Assets acquired: | | | | | | | | | | | Accounts receivable | | $ | 3,535,343 | | | $ | 257,293 | (1) | | $ | 3,792,636 | | | Prepaid expenses and other current assets | | | 129,233 | | | | -- | | | | 129,233 | | | Property and equipment, net | | | 738,046 | | | | -- | | | | 738,046 | | | Operating lease right-of-use asset | | | 212,452 | | | | -- | | | | 212,452 | | | Intangible assets | | | 7,910,000 | | | | -- | | | | 7,910,000 | | | Other assets | | | 998,228 | | | | -- | | | | 998,228 | | | Total assets acquired | | | 13,523,302 | | | | 257,293 | (1) | | | 13,780,595 | | | Liabilities assumed: | | | | | | | | | | | | | | Accounts payable | | | 46,692 | | | | -- | | | | 46,692 | | | Accrued expenses and other current liabilities | | | 370,059 | | | | -- | | | | 370,059 | | | Operating lease liabilities | | | 212,452 | | | | -- | | | | 212,452 | | | Deferred revenue | | | 3,450,000 | | | | -- | | | | 3,450,000 | | | Deferred tax liability | | | 2,056,600 | | | | -- | | | | 2,056,600 | | | Total liabilities assumed | | | 6,135,803 | | | | -- | | | | 6,135,803 | | | Total identifiable net assets acquired | | | 7,387,499 | | | | 257,293 | (1) | | | 7,644,792 | | | Total purchase price: (includes $4,000,000 of cash, 4,000,000 shares of Series A Preferred Stock, which had a fair value of $8,200,000 and $704,000 of contingent consideration at the closing and $4,000,000 of cash, 4,000,000 shares of Series A Preferred Stock, which had a fair value of $8,200,000 and $0 of contingent consideration at December 31, 2025, respectively) | | | 12,904,000 | | | | (704,000 | )(2) | | | 12,200,000 | | | Goodwill | | $ | 5,516,501 | | | $ | (961,293 | ) | | $ | 4,555,208 | | | (1) | Reflects an adjustment of $257,293 related to valuation of accounts receivable on the Closing Date. | | (2) | Reflects an adjustment of $704,000 related to the re-measurement of the fair value of the related contingent consideration (earnout) liability |
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