Business Combination (Tables)
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6 Months Ended |
Jun. 30, 2026 |
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| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
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| Business Combination |
| | | | | | | | | | | | | Common | | Series D | | Total Number of TCM Shares Exchanged | 8,505,783 | | 1,577,085 | | Conversion Ratio | 0.9081 | | | 0.9081 | | | Fair Value per Share (Controlling Interest) | $ | 2.21 | | | $ | 2.23 | | | Fair Value | $ | 17,054,874 | | | $ | 3,195,139 | | | Total Fair Value Shares Exchanged | $ | 20,250,013 | | | | | | | | | Total Number of TCM Shares Held By the Company | 8,966,981 | | | | Company Fair Value per Share (Non-Controlling) | $ | 1.92 | | | | Fair Value Company’s Investment in TCM | $ | 17,216,604 | | | | | | | | | Fair Value Replacement Options | $ | 1,883,955 | | | | | | | | | Total Purchase Price | $ | 39,350,572 | | | |
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| Business Combination, Recognized Asset Acquired and Liability Assumed |
The following table summarizes the fair value of the consideration and the fair value of assets acquired and liabilities assumed associated with the Acquisition: | | | | | | | | | | Description | | Fair Value | | Total purchase price | | $ | 39,350,572 | | | Estimated fair value of assets acquired: | | | | Cash | | $ | 2,441,275 | | | Prepaid expenses | | 96,029 | | | Property and equipment | | 7,136,180 | | | Customer relationships | | 411,700 | | | Trade name | | 148,080 | | | In-process research & development (“IPR&D”) | | 6,777,020 | | | Finance right-of-use assets, net | | 5,820,225 | | | Total assets acquired | | $ | 22,830,509 | | | Estimated fair value of liabilities assumed: | | | | Accounts payable | | 172,255 | | | Current portion of convertible note payable | | 1,716,657 | | | Current portion of notes payable - related party | | 104,713 | | | Accrued expenses and other current liabilities | | 555,888 | | | Finance lease liabilities | | 6,078,929 | | | Long-term notes payable, net of current portion | | 6,268,321 | | | Total liabilities assumed | | 14,896,763 | | | | | | Goodwill | | $ | 31,416,827 | |
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| Business Combination, Intangible Asset, Acquired, Finite-Lived and Indefinite-Lived |
| | | | | | | | | | | | | Intangible Assets | Estimated Fair Value | | Estimated Useful Life | | Customer relationships | $ | 411,700 | | | 4 | | Trade name | 148,080 | | | 2 | | IPR&D | 6,777,020 | | | N/A | | $ | 7,336,800 | | | |
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| Business Combination, Pro Forma Information |
The following table represents the revenue, net loss and net loss per share effect of the acquired company, as reported on a pro forma basis as if the acquisition occurred on January 1, 2025. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of the period presented, nor does the pro forma financial information purport to represent the results of operations for future periods. | | | | | | | Six Months Ended June 30, 2025 | | Revenues | $ | 6,297,770 | | | Net loss | (5,293,476) | | | Basic net income (loss) per share – on a pro forma basis (unaudited) | $ | (0.11) | | | Diluted net income (loss) per share – on a pro forma basis (unaudited) | $ | (0.11) | |
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