ACQUISITIONS AND DISPOSITIONS | NOTE 3 – ACQUISITIONS AND DISPOSITIONS Acquisitions Scienture, Inc. The Company evaluated the Scienture Merger Agreement pursuant to ASC 805 and ASU 2017-01, Topic 805, Business Combinations. The Company first determined that Scienture met the definition of a business as it includes inputs and a substantive process that together significantly contribute to the ability to create outputs. Scienture’s results of operations are included in the Company’s consolidated financial statements from the date of acquisition. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. The purchase price allocation is preliminary and could be significantly revised as a result of additional information obtained regarding assets acquired and liabilities assumed and revisions of estimates of fair values of tangible assets and related deferred tax assets and liabilities. The Company will finalize its valuation and the allocation of the purchase price, along with required retrospective adjustments, if any, within a year following the acquisition date. On July 25, 2024, the Company issued 291,536 6,826,753 78,646,184 11.63 The following summarizes the purchase price consideration and the preliminary purchase price allocation as of the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION July 25, 2024 Purchase consideration: Common stock $ 3,221,245 Series X preferred stock 75,424,939 Total purchase consideration $ 78,646,184 Purchase price allocation: Cash $ 132,976 Operating lease right-of-use assets 61,578 Goodwill 7,848,747 Intangible assets - product technologies 76,400,000 Prepaid expenses Inventory Accounts payable (987,097 ) Accrued liabilities (1,198,134 ) Loan payable, related party (265,000 ) Lease liability (61,886 ) Development agreement liability (1,285,000 ) Long-term convertible notes (2,000,000 ) Accounts payable and other current liabilities Purchase price payable Notes payable Net assets acquired $ 78,646,184 Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition and other intangible assets that do not qualify for separate recognition. The goodwill is not deductible for tax purposes. The results of Scienture have been included in the consolidated financial statements since the date of acquisition. Scienture’s revenue and net loss included in the consolidated financial statements since the acquisition date through September 30, 2024 were $ 0 1,643,455 Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presents the Company’s financial results as if the Scienture Merger had occurred as of January 1, 2023. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisitions been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the Company’s future financial results. The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition: SCHEDULE OF PRO FORMA FINANCIAL INFORMATION 2024 2023 Nine Months Ended September 30, 2024 2023 Revenue $ 83,560 $ 1,735,168 Net loss from continuing operations $ (16,722,735 ) $ (4,644,587 ) Net loss from continuing operations per share $ (10.38 ) $ (6.56 ) Superlatus, Inc. On July 31, 2023, the Company entered into the Superlatus Merger Agreement (see Note 1) with Superlatus whereby the Company acquired 100 136,441 7.30 306,855 100 225,000,169 136,441 15,759 12,500,089 289,731 The acquisition of Superlatus was accounted for as a business combination using the acquisition method pursuant to FASB ASC Topic 805. As the acquirer for accounting purposes, the Company had estimated the Purchase Price, assets acquired and liabilities assumed as of the acquisition date, with the excess of the Purchase Price over the fair value of net assets acquired recognized as goodwill. An independent valuation expert assisted the Company in determining these fair values. The Amended Purchase Price allocation as of the acquisition date is presented as follows: SCHEDULE OF PURCHASE PRICE ALLOCATION July 31, 2023 Purchase consideration: Common Stock, at fair value $ 996,019 Series B Preferred Stock, at fair value 11,504,070 Total purchase consideration $ 12,500,089 Purchase price allocation: Cash $ 5,546 Prepaid expenses 3,705 Inventory 122,792 Intangible assets, net 9,777,479 Goodwill 5,129,115 Assets acquired 15,038,637 Accounts payable and other current liabilities (283,548 ) Purchase price payable (350,000 ) Notes payable (1,905,000 ) Liabilities assumed (2,538,548 ) Net assets acquired $ 12,500,089 The Urgent Company, Inc. On September 27, 2023, the Company entered into an Asset Purchase Agreement (the “TUC APA”) with The Urgent Company, Inc. (“TUC”) and its wholly owned subsidiaries, pursuant to which, the Company was assigned certain inventory and property and equipment and assumed certain operating leases for consideration of $ 4,400,000 The transaction was accounted for as an asset acquisition pursuant to FASB ASC Topic 805. As the acquirer for accounting purposes, the Company allocated the cost of the asset acquisition to the assets acquired and liabilities assumed as of the acquisition date based on their respective relative fair value as of the date of the transaction. The following summarizes the provisional relative fair values of the assets acquired as of the acquisition date based on the allocation of the cost of the asset acquisition: SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED September 27, 2023 Purchase consideration: Promissory note $ 4,400,000 Total purchase consideration $ 4,400,000 Allocation of cost of assets acquired: Inventory $ 4,168,830 Property and equipment 231,170 Assets acquired 4,400,000 Net assets acquired $ 4,400,000 Dispositions and Divestitures Alliance Pharma Solutions, LLC and Community Specialty Pharmacy, LLC On August 22, 2023, the Company and Wood Sage, LLC (“Wood Sage”) entered into (i) a Membership Interest Purchase Agreement (the “APS MIPA”), pursuant to which the Company sold its 100 125,000 100 100,000 As part of recognizing the business as held for sale in accordance with U.S. GAAP, the Company was required to measure APS and CSP at the lower of its carrying amount or fair value less cost to sell. As a result of this analysis, during the year ended December 31, 2023, the Company recognized a non-cash, pre-tax loss on disposal of $ 3,300,225 As a result of the transactions, the following assets and liabilities of APS and CSP were transferred to Wood Sage as of August 22, 2023: SCHEDULE OF ASSETS AND LIABILITIES Alliance Community Cash $ 1,050 $ 61,988 Accounts receivable, net - 101,901 Inventory - 123,230 Prepaid assets - 525 Intangible assets and capitalized software, net 739,337 - Accounts payable (23,982 ) (231,876 ) Accrued liabilities - (10,182 ) Net assets sold $ 716,405 $ 45,586 MMS APA On February 16, 2024, the Company, together with Softell and MMS, entered into the MMS APA under which MMS agreed to purchase for cash substantially all of the assets of Softell. On February 16, 2024, the parties consummated the closing of the transactions contemplated by the MMS APA. The purchase price paid at closing was $ 22,660,182 1,600,000 7,500,000 The MMS APA was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of February 16, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Softell. The components of the disposition are as follows: SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES Cash received from MMS $ 22,660,182 Other receivable from MMS 7,500,000 Fair value of consideration received $ - Total fair value of consideration received $ 30,160,182 Carrying amount of assets and liabilities Cash $ 76,821 Accounts receivable, net 719,876 Prepaid expenses 55,397 Property, plant and equipment, net 45,655 Intangible assets, net Operating lease right-of-use assets 12,277 Purchase price payable Accounts payable (347,000 ) Accrued liabilities (5,269 ) Other current liabilities (26,244 ) Lease liability, current (1,556 ) Notes payable, current portion (45,000 ) Lease liability, net of current portion (10,720 ) Notes payable Total carrying amount of assets and liabilities 474,236 Gain on disposition of business $ 29,685,946 The gain on disposition of business of $ 29,685,946 Superlatus SPA On March 5, 2024, the Company entered into the Superlatus SPA with the Buyer. Pursuant to the Superlatus SPA, the Company sold all of the issued and outstanding stock of Superlatus to the Buyer. The $ 1.00 The transaction was accounted for a business disposition in accordance with ASC 810-40-40-3A. As of March 5, 2024, the Company no longer consolidated the assets, liabilities, revenues and expenses of Superlatus. The components of the disposition are as follows: SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES Fair value of consideration received $ 1 Total fair value of consideration received $ 1 Carrying amount of assets and liabilities Cash $ 151,546 Property, plant and equipment, net 223,080 Intangible assets, net 8,962,688 Operating lease right-of-use assets 325,995 Purchase price payable (350,000 ) Accounts payable (224,137 ) Accrued liabilities (173,436 ) Notes payable, current portion (6,480,000 ) Lease liability - current (105,567 ) Lease liability - net of current portion (221,428 ) Notes payable (25,000 ) Total carrying amount of assets and liabilities 2,083,743 Loss on disposition of business $ (2,083,742 ) The loss of disposition of business of $ 2,083,742 Discontinued Operations In accordance with the provisions of ASC 205-20, the Company has excluded the results of discontinued operations from its results of continuing operations in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. The results of the discontinued operations for the three and nine months ended September 30, 2024 and 2023 consist of the following: SCHEDULE OF DISCONTINUED OPERATIONS 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 TRX Bonum Superlatus SOSRx CSP APS Total Three Months Three Months Three Months Three Months Three Months Three Months Three Months September 30, September 30, September 30, September 30, September 30, September 30, September 30, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Revenues $ - $ 1,663,736 $ - $ 2,006 $ - $ - $ - $ - $ - $ 124,238 $ - $ - $ - $ 1,789,980 Cost of sales - - - - - 756 - - - 127,671 - - - 128,427 Gross profit (loss) - 1,663,736 - 2,006 - (756 ) - - - (3,433 ) - - - 1,661,553 Operating expenses: Wage and salary expense - 716,082 - 24,942 - - - - - 108,772 - - - 849,796 Professional fees - 122,797 - - - - - - - 18,078 - - - 140,875 Technology expense - 367,818 - 20,197 - - - - - 2,932 - (45,107 ) - 345,840 General and administrative - 106,036 - 1,265 - 439,512 - - - 5,298 - 133 - 552,244 Total operating expenses - 1,312,733 - 46,404 - 439,512.00 - - - 135,080 - (44,974 ) - 1,888,755 Operating income (loss) - 351,003 - (44,398 ) - (440,268 ) - - - (138,513 ) - 44,974 - (227,202 ) Non-operating income (expense): Gain on dispositions - - - - - - - - - (1,426,567 ) - (1,783,209 ) - (3,209,776 ) Net income (loss) on discontinued operations $ - $ 351,003 $ - $ (44,398 ) $ - $ (440,268 ) $ - $ - $ - $ (1,565,080 ) $ - $ (1,738,235 ) $ - $ (3,436,978 ) 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 TRX Bonum Superlatus SOSRx CSP APS Total Nine Months Nine Months Nine Months Nine Months Nine Months Nine Months Nine Months September 30, September 30, September 30, September 30, September 30, September 30, September 30, 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Revenues $ 970,808 $ 4,663,756 $ - $ 20,862 $ - $ - $ - $ - $ - $ 761,306 $ - $ - $ 970,808 $ 5,445,924 Cost of sales - - - - - 756 - - - 705,206 - - - 705,962 Gross profit (loss) 970,808 4,663,756 - 20,862 - (756 ) - - - 56,100 - - 970,808 4,739,962 Operating expenses: Wage and salary expense 713,021 1,715,411 578 67,051 - - - - - 456,297 - - 713,599 2,238,759 Professional fees 62,160 162,492 - - - - - - - 20,246 - 3,125 62,160 185,863 Technology expense 86,660 877,015 2,245 58,413 - - - - - 72,464 - 28,384 88,904 1,036,276 General and administrative 37,377 338,041 678 3,829 - 439,512 - 146 - 32,830 - 3,762 38,055 818,120 Total operating expenses 899,218 3,092,959 3,500 129,293 - 439,512 - 146 - 581,837 - 35,271 902,718 4,279,019 Operating income (loss) 71,590 1,570,797 (3,500 ) (108,431 ) - (440,268 ) - (146 ) - (525,737 ) - (35,271 ) 68,090 460,943 Non-operating loss, net: Gain (loss) on dispositions 29,685,946 - - - (2,083,742 ) - - - - (1,426,567 ) - (1,783,209 ) 27,602,204 (3,209,776 ) Net income (loss) on discontinued operations $ 29,757,536 $ 1,570,797 $ (3,500 ) $ (108,431 ) $ (2,083,742 ) $ (440,268 ) $ - $ (146 ) $ - $ (1,952,304 ) $ - $ (1,818,480 ) $ 27,670,294 $ (2,748,833 ) In the second quarter of 2024, the Company determined to dissolve Bonum Health, Inc. and Bonum Health, LLC, and have presented the results of operations in net income (loss) from discontinued operations. |