Discontinued Operations

9 Months Ended

Sep. 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 nine months ended September 30, 2026 and 2025:

		Three months ended								Nine months ended
		September 30,								September 30,
		2026				2025				2026				2025

Revenue		$	9,901			$	110,459			$	165,495			$	314,665
Revenue - related party			-				28,620				29,076				111,131
Total revenue			9,901				139,079				194,571				425,796
Cost of revenue			-				27,016				63,951				124,144
Gross profit			9,901				112,063				130,620				301,652

Operating expenses:
Sales and marketing			7,320				167,741				413,111				498,324
Research and development			20,536				1,134,334				1,725,250				3,936,592
Research and development - related party			-				-				-				62,804
General and administrative			9,149				449,194				1,407,661				1,322,102
Total operating expenses			37,005				1,751,269				3,546,022				5,819,822

Loss from operations			(27,104	)			(1,639,206	)			(3,415,402	)			(5,518,170	)

Other income (expense)
Other income			10,222				961				324,282				40,264
Gain (loss) on sale and disposal of assets			(174,718	)			-				262,083				-
Interest expense			(10,233	)			(36,359	)			(65,203	)			(135,981	)
Other expense			(249,068	)			(36,708	)			(413,775	)			(130,707	)
Total other income (expense)			(423,797	)			(72,106	)			107,387				(226,424	)

Loss before income tax			(450,901	)			(1,711,312	)			(3,308,015	)			(5,744,594	)
Income tax provision			-				-				-				-
Reclassification of cumulative translation adjustment			(10,371	)			-				(693,804	)			-
Loss from discontinued operations		$	(461,272	)		$	(1,711,312	)		$	(4,001,819	)		$	(5,744,594	)

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

		September 30,				December 31,
		2026				2025
Assets
Current Assets
Cash		$	33,419			$	187,489
Trade receivables, net			22,690				17,348
Trade receivables - related party			-				61,030
Inventories			-				216,888
Prepaid expenses and other current assets			132,714				190,567
Property and equipment, net			56,662				1,094,949
Right-of-use assets, net			46,963				1,277,356
Total current assets held for sale			292,448				3,045,627

Total assets of discontinued operations held for sale		$	292,448			$	3,045,627

LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	42,740			$	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			46,997				1,348,606
Total current liabilities held for sale			89,737				3,828,240

Total liabilities of discontinued operations held for sale		$	89,737			$	3,828,240

The assets and liabilities are expected to be settled during the first quarter of 2027.

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

		Nine months ended September 30,
		2026				2025
Cash Flows From Operating Activities
Net loss		$	(4,001,819	)		$	(5,744,594	)
Adjustments to reconcile net loss to net cash used in operating activities:
Reclassification of cumulative translation adjustment upon liquidation of foreign subsidiary			693,804				-
Depreciation and amortization			10,119				379,990
Provision for expected credit losses			8,462				-
Inventory write-down			67,050				30,866
Accretion expense			5,850				103,541
Gain on settlement of debt related to the sale of intellectual property – related party			(348,966	)			-
Gain on settlement of note payable - silent partnership			(111,940	)			(3,451	)
Gain on sale and disposal of assets			(262,083	)			-
Non-cash lease expense			1,214,595				206,415
Changes in operating assets and liabilities:
Accounts receivable, net			(67,210	)			5,988
Accounts receivable - related party			61,030				17,238
Inventories			146,696				(146,770	)
Prepaid expenses and other assets			92,982				48,278
Accounts payable and accrued liabilities			(634,379	)			(750,210	)
Accounts payable and accrued expense - related party			(13,956	)			(982	)
Operating lease liabilities			(1,284,993	)			(260,241	)
Net cash used in operating activities			(4,424,758	)			(6,113,932	)

Cash Flows From Investing Activities
Proceeds from sales of intellectual properties			1,250,000				-
Payment for intangible asset – related party			(350,000	)			(400,000	)
Purchase of property and equipment			(658	)			(1,216	)
Other investing cash flows			-				3,174
Net cash provided by (used in) investing activities			899,342				(398,042	)

Cash Flows From Financing Activities
Proceeds from intercompany loans			4,227,007				6,510,595
Repayments of convertible debt			(61,339	)			-
Repayments on silent partnerships			(803,940	)			(55,738	)
Net cash provided by financing activities			3,361,728				6,454,857

Effect of changes in exchange rates			9,618				(25,904	)

Net decrease in cash			(154,070	)			(83,021	)
Cash at beginning of period			187,489				178,167
Cash at end of period		$	33,419			$	95,146

Sales of Intellectual Property

On March 28, 2026, the Company closed the sale of the ColoAlert assets to UniTargetingResearch AS (“UTR”), a related party (Note 10), 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 $698,966. 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 NextGen intellectual property (the “NextGen IP”) to a third-party purchaser incorporated in Italy. Pursuant to the Agreement, the Company sold the NextGen IP to the buyer for a payment of $1.25 million. The sale of the NextGen 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.