v3.26.1
INVESTMENTS
6 Months Ended
Jun. 30, 2026
Equity Method Investments and Joint Ventures [Abstract]  
INVESTMENTS

7. INVESTMENTS

 

The Company’s investments at June 30, 2026 and December 31, 2025 consisted of the following:

SCHEDULE OF COMPANY’S INVESTMENTS 

   June 30, 2026   December 31, 2025 
         
Investments, at cost:          
Trio Opportunity Corp., 47,000 non-voting Class B shares  $470,000   $470,000 
Investment, equity method:          
Florida-based LLC   -    1,584,324 
Total  $470,000   $2,054,324 

 

 

The Company previously held a 19.9% membership interest in a Florida based LLC, a limited liability company engaged in international sales of fertilizer additives, accounted for under the equity method through March 31, 2026. The Company, through its subsidiaries NanoChem Solutions Inc. and NaturalChem, also held trade receivables due from Florida based LLC arising under a manufacturing and supply agreement.

 

Effective June 26, 2026, the Company (through its subsidiaries InnFlex Holdings, Inc., NanoChem Solutions Inc. and NaturalChem) entered into a Global Settlement Agreement and Mutual Release (the “Settlement”) with Florida based LLC and its affiliates that resolved litigation the Company had filed in April 2026 and terminated the parties’ commercial and ownership arrangements. Under the Settlement the Company (i) surrendered its entire remaining 19.9% interest in Florida based LLC by redemption for no cash consideration, (ii) cancelled its remaining payment rights under the 2024 Membership Interest Purchase Agreement, (iii) settled and forgave the outstanding receivables owed by the Florida based LLC under the terminated supply agreement, and (iv) dismissed the litigation with prejudice. In exchange, the Company received a perpetual, exclusive, royalty-free license to certain marks and commercial rights to market and sell the licensed products within a defined territory comprising Mexico, Central America, South America and the Caribbean.

 

The territorial license received is an intangible asset. As of June 30, 2026, the Company had not completed a fair value assessment of the license; accordingly, the license was recorded at the carryover basis of the net assets surrendered, totaling $1,856,578, comprising the $1,530,236 carrying amount of the equity-method investment and $326,342 of forgiven receivables. No gain or loss was recognized on the exchange during the six month period ended June 30, 2026.

 

The Company is completing a fair value assessment of the license, which it expects to finalize in the third quarter of 2026. Completion of that assessment may result in an adjustment to the carrying amount of the intangible asset when the fair value is determined.

 

The following summarizes the activity in the Company’s investment in the Florida based LLC:

 

Investment in Florida based LLC (equity method)  Amount 
Balance, December 31, 2025 — 19.9% interest  $1,584,324 
Proportionate share of loss (through March 31, 2026)   (54,088)
Carrying amount transferred to intangible asset on settlement   (1,530,236)
Balance, June 30, 2026  $- 

 

Summarized profit and loss information related to the Florida based LLC is as follows:

 

   Six months
ended
June 30, 2026
*  Six months
ended
June 30, 2025
 
         
Net sales  $1,620,695   $7,042,739 
Gross profit  $323,949   $2,016,745 
Net income (loss)  $(271,797)  $430,453 

 

*no further financial information was made available to the Company after March 31, 2026

 

During the three months ended June 30, 2026, the Company had sale of $139,115 (2025- $2,072,180) to the Florida based LLC. During the six months ended June 30, 2026, the Company had sales of $637,533 (2025 - $3,928,575) to the Florida based LLC. At June 30, 2026, the Florida based LLC had a balance of $nil included within Accounts Receivable (December 31, 2025 - $980,638).