| Schedule of Condensed Consolidated Statements of Operations |
| Schedule of Condensed Consolidated Statements of Operations |
|
|
|
|
| |
|
Amount |
| Gross
cash proceeds received after working capital adjustment |
|
$ |
38,068,463 |
|
| Add:
Amount placed in Escrow |
|
|
1,500,000 |
|
| Less: |
|
|
|
|
| Carrying
value of net assets disposed (1) |
|
|
(9,870,523 |
) |
| Cash transaction
and selling costs (2) |
|
|
(2,434,172 |
) |
|
Warrant
liability reclassification (3)
|
|
|
(2,461,663 |
) |
| Total
pre-tax gain on sale |
|
$ |
24,802,105 |
|
| Income
tax expense (4) |
|
|
(7,330,816 |
) |
| Net
gain on sale of discontinued operation |
|
$ |
17,471,289 |
|
(1)
Represents the carrying value (book value) of the assets and liabilities of the Business on the date of sale.
(2)
Represents cash selling expenses, including legal and advisory fees, as shown on the Condensed Consolidated Statement of Cash Flows.
(3) Represents the fair value of
the warrant liability reclassified from equity as cost of the transaction (see Note 5).
(4) Represents the estimated provision for
federal and state income taxes on the gain from the sale. This tax expense was determined based on management's preliminary analysis,
which included estimates for the taxable gain on the sale, the utilization of the Company's net operating loss carryforwards based on
a preliminary analysis and an estimate for state income taxes. The final tax expense is subject to change pending the completion of formal
tax studies and final calculations and may be adjusted.
|
| Schedule of major classes of assets and liabilities |
| Schedule of major classes of assets and liabilities |
|
|
|
|
| |
|
December 31, 2024 |
| ASSETS: |
|
|
|
|
| Accounts receivable |
|
$ |
2,166,440 |
|
| Prepaid and other assets |
|
|
740,964 |
|
| Current assets of discontinued operations |
|
|
2,907,404 |
|
| |
|
|
|
|
| Property and equipment, net |
|
|
3,433,579 |
|
| Goodwill and intangible assets, net |
|
|
5,665,677 |
|
| Right-of-use and other assets |
|
|
621,742 |
|
| Total assets of discontinued operations |
|
$ |
12,628,402 |
|
| |
|
|
|
|
| LIABILITIES: |
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
2,594,789 |
|
| Deferred revenue |
|
|
212,390 |
|
| Finance and operating lease liabilities - current |
|
|
150,380 |
|
| Current liabilities of discontinued operations |
|
|
2,957,559 |
|
| Finance and operating lease liabilities – non-current |
|
|
523,070 |
|
| Total liabilities of discontinued operations |
|
$ |
3,480,629 |
|
| |
|
|
|
|
|
| Schedule of Operating results for the discontinued operations |
| Schedule of Operating results for the discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
July 1, 2025 to |
|
Three Months Ended |
|
January 1, 2025 to |
|
Nine Months Ended |
| |
|
September 11, 2025 |
|
September 30, 2024 |
|
September 11, 2025 |
|
September 30, 2024 |
| |
|
|
|
|
|
|
|
|
| Sales |
|
$ |
3,449,697 |
|
|
$ |
5,483,536 |
|
|
$ |
16,039,680 |
|
|
$ |
18,055,939 |
|
| Cost of sales |
|
|
1,963,757 |
|
|
|
3,116,332 |
|
|
|
9,436,049 |
|
|
|
10,564,354 |
|
| Gross Profit |
|
|
1,485,940 |
|
|
|
2,367,204 |
|
|
|
6,603,631 |
|
|
|
7,491,585 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling, general and administrative |
|
|
2,339,986 |
|
|
|
1,553,402 |
|
|
|
6,678,953 |
|
|
|
5,219,717 |
|
| Income (loss) from discontinued operations |
|
|
(854,046 |
) |
|
|
813,802 |
|
|
|
(75,322 |
) |
|
|
2,271,868 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest and other expense |
|
|
(81 |
) |
|
|
(11,414 |
) |
|
|
(41,653 |
) |
|
|
(32,934 |
) |
| Provision (benefit) for income taxes |
|
|
(31,624 |
) |
|
|
— |
|
|
|
(31,624 |
) |
|
|
— |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income (loss) from discontinued operations, net of tax |
|
$ |
(822,503 |
) |
|
$ |
802,388 |
|
|
$ |
(85,351 |
) |
|
$ |
2,238,934 |
|
|