| SCHEDULE OF CONSIDERATION TRANSFERRED AND PRELIMINARY ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES |
The
consideration transferred, preliminary, and as adjusted as of June 30, 2026, allocation of Invocon’s tangible and intangible assets
and liabilities, are as follows:
SCHEDULE OF CONSIDERATION TRANSFERRED AND PRELIMINARY ALLOCATION OF TANGIBLE AND INTANGIBLE ASSETS AND LIABILITIES
| | |
Preliminary | | |
Adjusted | |
| Consideration Transferred: | |
| | | |
| | |
| Cash | |
$ | 7,060,000 | | |
$ | 7,060,000 | |
| Less
cash acquired | |
| (389,193 | ) | |
| (389,193 | ) |
| Total
consideration transferred | |
$ | 6,670,807 | | |
$ | 6,670,807 | |
| | |
| | | |
| | |
| Purchase Price Allocation: | |
| | | |
| | |
| Accounts receivable | |
| 98,981 | | |
| 250,925 | |
| Prepaid expenses | |
| 71,661 | | |
| 71,661 | |
| Contract assets | |
| 127,465 | | |
| 127,465 | |
| Property and equipment | |
| 779 | | |
| 779 | |
| Right-of-use assets | |
| 650,650 | | |
| 650,650 | |
| Intangible assets | |
| 3,130,000 | | |
| 3,130,000 | |
| Accounts payable | |
| (158,056 | ) | |
| (158,056 | ) |
| Accrued expenses | |
| (338,531 | ) | |
| (338,531 | ) |
| Contract liabilities | |
| (239,286 | ) | |
| (391,230 | ) |
| Lease liabilities | |
| (650,650 | ) | |
| (650,650 | ) |
| Goodwill | |
| 3,977,794 | | |
| 3,977,794 | |
| Total
consideration transferred | |
$ | 6,670,807 | | |
$ | 6,670,807 | |
The
consideration transferred and preliminary allocation of AIS - TN tangible and intangible assets and liabilities, are as follows:
| | |
Preliminary | |
| Consideration Transferred: | |
| | |
| Cash | |
$ | 1,176,593 | |
| Note payable to finance
acquisition | |
| 4,520,000 | |
| Less
cash acquired | |
| (252,705 | ) |
| Total
consideration transferred | |
$ | 5,443,888 | |
| | |
| | |
| Purchase Price Allocation: | |
| | |
| Accounts receivable | |
| 1,105,352 | |
| Prepaid expenses | |
| 46,596 | |
| Inventory | |
| 308,247 | |
| Contract assets | |
| 534,390 | |
| Property and equipment | |
| 7,443,593 | |
| Right-of-use assets | |
| 76,021 | |
| Other assets | |
| 4,188 | |
| Accounts payable | |
| (606,439 | ) |
| Letter of credit | |
| (396,022 | ) |
| Accrued expenses | |
| (122,522 | ) |
| Contract liabilities | |
| (293,251 | ) |
| Lease liabilities | |
| (338,218 | ) |
| Long-term debt | |
| (250,000 | ) |
| Bargain
purchase gain | |
| (2,068,047 | ) |
| Total
consideration transferred | |
$ | 5,443,888 | |
|
| SCHEDULE OF PRO FORMA STATEMENTS OF OPERATIONS |
SCHEDULE OF PRO FORMA STATEMENTS OF OPERATIONS
| | |
Unaudited | | |
Unaudited | | |
Unaudited | | |
Unaudited | |
| | |
For the three months ended | | |
For the three months ended | | |
For the nine months
ended | | |
For the nine
months ended | |
| | |
June
30, 2026 | | |
June
30, 2025 | | |
June
30, 2026 | | |
June
30, 2025 | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 18,440,210 | | |
$ | 18,052,810 | | |
$ | 53,439,393 | | |
$ | 60,996,026 | |
| Net loss | |
$ | (4,291,067 | ) | |
$ | (5,287,674 | ) | |
$ | (25,023,256 | ) | |
$ | (26,621,412 | ) |
| | |
Unaudited | | |
Unaudited | | |
Unaudited | | |
Unaudited | |
| | |
For the three months ended | | |
For the three months ended | | |
For the nine months ended | | |
For the nine months ended | |
| | |
June
30, 2026 | | |
June
30, 2025 | | |
June
30, 2026 | | |
June
30, 2025 | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 18,440,210 | | |
$ | 19,134,373 | | |
$ | 56,392,929 | | |
$ | 65,664,122 | |
| Net loss | |
$ | (4,479,492 | ) | |
$ | (5,191,722 | ) | |
$ | (25,961,185 | ) | |
$ | (26,387,637 | ) |
|