Business Combinations (Tables)
|
6 Months Ended |
Jun. 30, 2026 |
|---|
| Business Combination [Line Items] |
|
| Schedule of Goodwill Acquired |
The
Company recognized $2.7 million in total goodwill as a result of the acquisition as follows:
Schedule
of Goodwill Acquired
| Goodwill Summary: | |
| | |
| Total consideration transferred | |
$ | 1,576,050 | |
| Add: Fair value of previously held 50% equity interest | |
| 1,576,050 | |
| Less: Fair value of net assets acquired and liabilities assumed | |
| 419,769 | |
| Goodwill | |
$ | 2,732,332 | |
|
| Schedule of Purchase Price Allocation |
The
following table summarizes the preliminary purchase price allocations as of the Acquisition Date:
Schedule
of Purchase Price Allocation
| Assets acquired and liabilities assumed: | |
| | |
| Cash | |
$ | 17,355 | |
| Accounts receivable | |
| 15,352 | |
| Inventory | |
| 22,615 | |
| Prepaid expenses and other current assets | |
| 16,972 | |
| Property and equipment, net | |
| 373,862 | |
| Lease right of use | |
| 247,375 | |
| Intangible assets, net | |
| 100,000 | |
| Accounts payable and accrued liabilities | |
| (36,064 | ) |
| Accrued compensation | |
| (26,524 | ) |
| Notes payable – current | |
| (63,799 | ) |
| Lease liability – current portion | |
| (109,109 | ) |
| Lease liability – net of current portion | |
| (138,266 | ) |
| Net assets acquired and liabilities assumed | |
| 419,769 | |
| Goodwill | |
| 2,732,332 | |
| Net assets acquired and
liabilities assumed less goodwill | |
$ | 3,152,100 | |
|
| Schedule of Identifiable Intangible Asset Acquired |
The
following is a summary of identifiable intangible asset acquired and the related expected life for the finite-lived intangible asset:
Schedule
of Identifiable Intangible Asset Acquired
| Intangible Asset | |
Useful Life | |
Fair Value | |
| Tradename | |
5 years | |
$ | 50,000 | |
| Patient list | |
5 years | |
$ | 50,000 | |
| Intangible asset | |
5 years | |
$ | 50,000 | |
|
| Alabama JV Acquisition [Member] |
|
| Business Combination [Line Items] |
|
| Schedule of Allocation of Purchase Price |
The
total purchase price consideration for the acquisition was $1.6 million, which consists of the following estimated fair value amounts:
Schedule
of Business Combination
| Consideration given: | |
| | |
| Closing cash payment | |
$ | 1 | |
| Schedule cash payments | |
| 48,000 | |
| Effective settlement of note receivable | |
| 1,528,049 | |
| Total consideration transferred | |
$ | 1,576,050 | |
| | |
| | |
| Fair value of previously held 50% equity interest | |
$ | 1,576,050 | |
| Total invested capital | |
$ | 3,152,100 | |
|
| Schedule of Pro Forma Consolidated Results of Operations |
The
following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2026 and 2025 assume
the acquisition was completed on January 1, 2025:
Schedule
of Pro Forma Information
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| | |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Pro forma revenue | |
$ | 2,278,370 | | |
$ | 2,175,453 | | |
$ | 4,655,495 | | |
$ | 4,089,848 | |
| Pro forma net income (loss) | |
$ | 944,204 | | |
$ | (626,069 | ) | |
$ | (56,469 | ) | |
$ | (22,788,074 | ) |
|
| Family Beginnings PC [Member] |
|
| Business Combination [Line Items] |
|
| Schedule of Allocation of Purchase Price |
Schedule of Allocation of Purchase Price
| Consideration given: | |
| |
| Cash | |
$ | 210,000 | |
| Holdback | |
| 150,000 | |
| Series D Preferred | |
| 400,000 | |
| Business Acquisition Cost | |
$ | 760,000 | |
| | |
| | |
| Assets acquired and liabilities assumed: | |
| | |
| Tradename | |
$ | 150,000 | |
| Goodwill | |
| 610,000 | |
| | |
$ | 760,000 | |
|
| Schedule of Pro Forma Consolidated Results of Operations |
The
following unaudited pro forma consolidated results of operations for the six months ended June 30, 2026 and 2025 assume the acquisition
was completed on January 1, 2025:
Schedule of Pro Forma Consolidated Results of Operations
| |
|
2026 |
|
|
2025 |
|
| |
|
Six
Months Ended June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| Pro forma revenue |
|
$ |
4,349,350 |
|
|
$ |
4,045,912 |
|
| Pro forma net loss |
|
$ |
(4,564,145 |
) |
|
$ |
(22,617,244 |
) |
|