Discontinued Operations

6 Months Ended

Jun. 30, 2026

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

NOTE 3 – DISCONTINUED OPERATIONS

In February 2026, the Board made the decision to close the Company’s colorectal cancer line of business to focus on the pancreatic screening line of business. As a result of that decision, the Board marketed for sale the two groups of assets related to the ColoAlert and NextGen product lines, including the related intellectual property. The decision also resulted in the termination of all employees in the Company’s subsidiary in Germany, with substantially all termination dates between February and May 2026.

The following is a summary of discontinued operations for the three and six months ended June 30, 2026 and 2025:

		Three months ended								Six months ended
		June 30,								June 30,
		2026				2025				2026				2025

Revenue		$	14,565			$	89,092			$	155,594			$	204,206
Revenue - related party			-				45,220				29,076				82,511
Total revenue			14,565				134,312				184,670				286,717
Cost of revenue			-				50,383				63,951				97,128
Gross profit			14,565				83,929				120,719				189,589

Operating expenses:
Sales and marketing			12,516				154,183				405,791				330,583
Research and development			552,632				1,229,898				1,704,714				2,802,258
Research and development - related party			-				10,367				-				62,804
General and administrative			808,795				394,270				1,398,512				872,908
Total operating expenses			1,373,943				1,788,718				3,509,017				4,068,553

Loss from operations			(1,359,378	)			(1,704,789	)			(3,388,298	)			(3,878,964	)

Other income (expense)
Other income			210,175				23,277				314,060				39,303
Gain on sales and disposal of assets			975,194				-				436,801				-
Interest expense			(49,120	)			(63,232	)			(54,970	)			(99,622	)
Other expense			(37,598	)			(53,104	)			(164,707	)			(93,999	)
Total other income (expense)			1,098,651				(93,059	)			531,184				(154,318	)

Loss before income tax			(260,727	)			(1,797,848	)			(2,857,114	)			(4,033,282	)
Income taxes provision			-				-				-				-
Realized foreign currency translation			(683,433	)			-				(683,433	)			-
Loss from discontinued operation		$	(944,160	)		$	(1,797,848	)		$	(3,540,547	)		$	(4,033,282	)

The following is a summary of the assets and liabilities held for sale as of June 30, 2026 and December 31, 2025:

		June 30,				December 31,
		2026				2025
Assets
Current Assets
Cash		$	78,608			$	187,489
Trade receivables, net			82,208				17,348
Trade receivables - related party			-				61,030
Inventories			-				216,888
Prepaid expenses and other current assets			95,740				190,567
Property and equipment, net			231,439				1,094,949
Right-of-use assets, net			50,825				1,277,356
Total current assets held for sale			538,820				3,045,627

Total assets of discontinued operations held for sale		$	538,820			$	3,045,627

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	134,123			$	750,375
Accounts payable and accrued expense - related party			-				13,956
Convertible debt			-				82,305
Silent partnership			-				956,902
Intellectual property acquisition liability - related party			-				676,096
Lease liabilities			50,859				1,348,606
Total current liabilities held for sale			184,982				3,828,240

Total liabilities of discontinued operations held for sale		$	184,982			$	3,828,240

The assets and liabilities are expected to be settled during 2026.

The following is a summary of discontinued operations cash flows for the six months ended June 30, 2026 and 2025:

		Six months ended
		June 30,
		2026				2025
Cash Flows From Discontinued Operating Activities
Net loss		$	(3,540,547	)		$	(4,033,282	)
Adjustments to reconcile net loss to net cash used in operating activities:
Realized foreign currency translation			683,433				-
Depreciation and amortization			10,119				327,863
Bad debt expense			-				14,512
Inventory write-down			67,050				34,559
Accretion expense			5,850				67,808
Gain on settlement of intellectual property acquisition liability - related party			(348,966	)			-
Gain on settlement of Note payable - silent partnership			(111,940	)			(3,380	)
Gain on sale and disposal of assets			(436,801	)			-
Non-cash lease expense			1,217,298				119,150
Changes in operating assets and liabilities:
Accounts and other receivable, net			(67,243	)			(114,871	)
Accounts receivable - related party			61,030				-
Inventories			147,466				(112,200	)
Prepaid expenses and other assets			91,426				99,378
Accounts payable and accrued liabilities			(558,513	)			(518,166	)
Accounts payable and accrued expense - related party			-				(47,025	)
Operating lease liabilities			(1,288,066	)			(181,130	)
Net cash (used in) operating activities			(4,068,404	)			(4,346,784	)

Cash Flows From Investing Activities
Proceeds from sales of intellectual properties			1,250,000				-
Payment for intangible asset - related party			(350,000	)			(250,000	)
Purchase of property and equipment			(658	)			(1,216	)
Other investing cash flows			-				3,174
Net cash provided by (used in) investing activities			899,342				(248,042	)

Cash Flows From Financing Activities
Proceeds from inter-company loans			3,956,422				4,686,359
Repayments of convertible debt			(61,339	)			-
Payments on silent partnerships			(803,940	)			(54,580	)
Net cash provided by financing activities			3,091,143				4,631,779

Effect of changes in exchange rates			(30,962	)			(15,987	)

Net increase (decrease) in cash			(108,881	)			20,966
Cash at beginning of period			187,489				178,167
Cash at end of period		$	78,608			$	199,133

Sales of IP

On March 28, 2026 the Company closed the sale of the ColoAlert assets to UTR, which included the ColoAlert intellectual property, customer located instrumentation, and certain consumables, and included the transfer of two equipment lease obligations. The purchase price for the assets was $348,966, which reduced the debt owed to UTR of $648,966. Upon settlement of accounts payable, accounts receivable, and lease obligations, the Company recognized a $114,000 loss, reported in other expenses within discontinued operations.

On April 9, 2026, the Company entered into an asset purchase agreement (the “Agreement”) for the sale of its Next Gen IP to a third-party purchaser incorporated in Italy. Pursuant to the Agreement, the Company sold the Next Gen IP to the buyer for a payment of $1.25 million. The sale of the Next Gen IP closed on April 20, 2026. The agreement contains standard representations and warranties and indemnification provisions. As a result of the closing, the Company made contingent payments of approximately $713,000, consisting of $613,000 to vendors and former employees and $100,000 to UTR.