| INTANGIBLE ASSETS (Amended) |
NOTE 4 — INTANGIBLE
ASSETS (Amended)
Intangible assets consisted of the following:
| | |
December 31,
2025 | | |
December 31,
2024 | |
| Non-Exclusive License Agreement | |
$ | 179,821 | | |
$ | 179,821 | |
| Various generic drugs | |
| 736,983 | | |
| 736,983 | |
| Four generic drugs (Encore) | |
| 1,308,270 | | |
| 1,308,270 | |
| Needleless Syringe License | |
| 26,060 | | |
| 26,060 | |
| Patents | |
| 48,420 | | |
| 48,420 | |
| Total intangible assets | |
$ | 2,299,554 | | |
$ | 2,299,554 | |
Intangible assets are as follows:
| | ● | Non-Exclusive License Agreement ($179,821) - On March 5, 2023, the Company signed a Non-Exclusive License Agreement with Heidelberg University to grant non-exclusive rights to various licenses owned and under development by the university. The licenses include the use of modified AAV capsid polypeptides for treatment of muscular diseases. The terms include a €50,000 ($56,325) fee for signing the agreement and €100,000 ($112,650) payment within 60 days of the anniversary of signing the agreement. The Company will pay €1,000,000 ($1,126,500) for each assignment of a right to a license owned by the university. For new licenses, the Company will make standard commercial development-based milestone payments for the various stages of license development and regulatory approval. The Company will make 2% royalty payments by January 31st each year during the term of the agreement for each licensed product for the proceeding calendar year. The University of Heidelberg license is in good standing. We plan to use this license alongside other AAV vectors as part of upcoming clinical trials for KLTO-202. The value of the licenses was $179,821 at December 31, 2025 and December 31, 2024, respectively. |
| | ● | Various Generic Drugs ($736,983) - During 2015, the Company acquired two licenses for biosimilar biologic therapies to treat cancer and autoimmune diseases. The RLS licenses are in good standing. At this time, the Company is evaluating the future use of these licenses alongside competing priorities in our pipeline. The value of the licenses was $736,983 at December 31, 2025 and 2024. | | | ● | Four Generic Drugs (Encore) ($1,308,270) – On September 12, 2022, the Company acquired from Encore four market-approved anti-cancer drugs approved for sale in Germany for $1,308,270 and recorded the asset value based on the value of the consideration paid. Encore’s original cost of $1,308,270 represented the fair value of the intangible asset based on the net present value of the projected gross profit to be generated by the licenses. Each of the four drugs is available to tech transfer to the US market, subject to fees related to marketing authorization and holding costs. At this time, the Company is evaluating the future use of these licenses alongside competing priorities in our pipeline. The value of the licenses was $1,308,270 at December 31, 2025 and 2024. |
| | ● | Needleless Syringe License ($26,060) – On December 1, 2023, the Company signed a license agreement with TransferTech Sherbooke for the rights to develop and commercialize the technology of a “Needleless Syringe.” Under the terms of the agreement, the Company paid a $26,060 upfront fee and royalty fees on the license income. The Company has not commenced developing the technology. The license is in good standing. The Company has worked with Sherbrooke to begin advanced prototyping of the device and has plans to fund continued tech development and selection of drug candidates to pair with the device. The value of the licenses was $26,060 at December 31, 2025 and 2024. |
| | ● | Patents ($48,420) – Through its licensing arrangements, the Company acquires the right to patents for Alzheimer, ALS, and other items. Once the patents are declared effective, patents are amortized using the straight-line method over their estimated useful lives or statutory lives, whichever is shorter, and will be reviewed for impairment upon any triggering event that may impact the assets’ ultimate recoverability as prescribed under the guidance related to impairment of long-lived assets. Costs incurred to acquire patents, including legal costs, are also capitalized as long-lived assets and amortized on a straight-line basis with the associated patent. At December 31, 2024, certain professional fees incurred for the patents in the amount of $47,740 were deemed not capitalizable and were expensed as professional fees in the accompanying statements for operations. The patents are still in process, and in the event the patents are declared effective, will be amortized as indicated above. The patent value, which is part of licenses in the accompanying consolidated balance sheet, as of December 31, 2025 and 2024 was $48,420. |
| | ● | Exclusive World-wide License Agreement - On January 24, 2022, the Company signed an exclusive, world-wide License Agreement with the University of Barcelona for a cell and/or gene therapy that has shown compelling activity in animal models of human Alzheimer’s disease and amyotrophic lateral sclerosis (“ALS” or “Lou Gehrig’s disease”). The gene therapy will also be applied to age-related diseases and rare (“Orphan”) diseases. Beginning on December 15, 2022, the annual license fee is 10,000 Euros. In addition, the Company will pay a Royalty equal to 3% of net sales of finished products once the license is in use. The UAB license remains in good standing, and the Company plans to use the license for clinical development of its Klotho pipeline, including KLTO-101 and KLTO-202. As of December 31, 2025 and 2024, the Company owed $0 under the agreement. |
These licenses and patents were not in use
as of December 31, 2025, as the Company was in a pre-revenue stage at that date. Upon being placed in service, the licenses will be amortized
over their estimated useful lives. As discussed under Subsequent Events below, in connection with the Company’s strategic reassessment
following the merger with Greenland Mines Corp., management has determined that certain of these licenses will no longer be developed. Impairment Assessment
During fiscal years 2024 and 2025, the Company
performed impairment analyses for its intangible assets with the assistance of an independent third-party valuation specialist. Specifically,
the Company engaged qualified valuation firms to perform impairment testing as of December 31, 2024 and December 31, 2025 in accordance
with U.S. GAAP, including ASC 350, ASC 360, and ASC 820.
For the year ended December 31, 2024, the
Company engaged an independent third-party valuation firm to test its intangible assets for impairment. The analysis included both qualitative
and quantitative assessments and evaluated the recoverability of the Company’s finite-lived and indefinite-lived intangible assets,
which primarily consist of license agreements, patents, market authorizations, and biosimilar-related rights. The valuation concluded
that the estimated fair values of the intangible asset groups exceeded their respective carrying values, and accordingly, no impairment
charges were recorded during 2024, other than a terminated license that had no associated carrying value and therefore resulted in no
recognized impairment loss.
For the year ended December 31, 2025, the
Company similarly engaged an independent third-party valuation firm to perform an updated impairment analysis as of December 31, 2025.
The 2025 valuation applied income-based valuation methodologies (including risk-adjusted net present value and relief-from-royalty approaches)
and relied on updated management forecasts, development timelines, commercialization assumptions, and discount rates. Based on this analysis,
the fair values of each of the Company’s significant intangible asset groups substantially exceeded their respective carrying values
as of the valuation date. As a result, no impairment of intangible assets was identified or recorded during 2025.
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