DISCONTINUED OPERATIONS | NOTE 5 — DISCONTINUED OPERATIONS Sale of Qualigen Inc. On July 20, 2023, the Company completed the sale of Qualigen, Inc. to Chembio Diagnostics, Inc. for cash consideration of $ 5.5 4.7 450,000 235,402 The assets and liabilities classified in discontinued operations for Qualigen, Inc. as of December 31, 2022 are as follows ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS December 31, 2022 Cash $ 2,246,482 Accounts receivable, net 512,088 Inventory, net 1,586,297 Prepaid expenses and other current assets 104,132 Total current assets of discontinued operations 4,448,999 Right-of-use assets 1,422,538 Property and equipment, net 289,696 Intangible assets, net 145,702 Other assets 18,334 Total non-current assets of discontinued operations 1,876,270 Total assets of discontinued operations of Qualigen, Inc. $ 6,325,269 Accounts payable $ 236,470 Accrued vacation 187,906 Accrued expenses and other current liabilities 518,766 Deferred revenue, current portion 116,161 Operating lease liability, current portion 240,645 Total current liabilities of discontinued operations 1,299,948 Operating lease liability, net of current portion 1,301,919 Deferred revenue, net of current portion 49,056 Total non-current liabilities of discontinued operations 1,350,975 Total liabilities of discontinued operations of Qualigen, Inc. $ 2,650,923 The Company reclassified the following operations to discontinued operations for the three and nine months ended September 30, 2023 and 2022, respectively: 2023 2022 2023 2022 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 REVENUES Net product sales $ 426,920 $ 1,441,065 $ 3,661,121 $ 3,593,628 Total revenues 426,920 1,441,065 3,661,121 3,593,628 EXPENSES Cost of product sales 269,747 1,278,029 2,551,114 3,206,553 General and administrative 26,346 78,632 610,559 471,804 Research and development 2,612 268,127 206,819 942,484 Sales and marketing 37,288 239,865 405,626 683,291 Total expenses 335,993 1,864,653 3,774,118 5,304,132 OTHER EXPENSE (INCOME), NET Loss on disposal of equipment held for lease — — 63,302 — Other expense (income), net 149 (1,139 ) (4,898 ) (795 ) Loss on fixed asset disposal — — 300 — Total other expense (income), net 149 (1,139 ) 58,704 (795 ) INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE DISPOSAL 90,778 (422,449 ) (171,701 ) (1,709,709 ) Gain on sale of Qualigen, Inc. 3,859,465 — 3,859,465 — INCOME (LOSS) FROM DISCONTINUED OPERATIONS OF QUALIGEN, INC. $ 3,950,243 $ (422,449 ) $ 3,687,764 $ (1,709,709 ) In connection with this transaction, the Company recorded a gain on the sale of Qualigen, Inc. in its condensed consolidated financial statements for the three and nine months ended September 30, 2023: Gain on sale of Qualigen, Inc. Fair value of consideration received $ 5,489,337 Working capital adjustment 235,402 Total Assets of discontinued operations (4,225,562 ) Total Liabilities of discontinued operations 3,005,407 Transaction expenses (645,119 ) Gain on sale of Qualigen, Inc. $ 3,859,465 Amendment and Settlement Agreement with NanoSynex Ltd. On July 20, 2023, the Company entered into the NanoSynex Amendment, which amended the NanoSynex Funding Agreement with NanoSynex (the “NanoSynex Funding Agreement”), pursuant to which the Company agreed to, among other things, forfeit 281,000 52.8 49.7 3.0 52.8 49.97 The NanoSynex Amendment supersedes any payment obligations contemplated by the original NanoSynex Funding Agreement and amended the Company’s obligations to provide funding to NanoSynex, except that Company agreed to provide future funding as follows: (i) $ 560,000 670,000 i.e 1.5716 The surrender of Series B Preferred Shares of NanoSynex was accounted for as a loss of control of a subsidiary that constitutes a business under ASC 810. As a result, on July 20, 2023, the Company deconsolidated NanoSynex’s related assets, liabilities, accumulated other comprehensive income, and the noncontrolling interest. Subsequently, the retained investment in NanoSynex is accounted for as an equity method investment. On the date of deconsolidation, the Company recognized its retained investment at fair value, which during the preparation of these financial statements was determined to be de minimis based on various economic, industry, and other factors. As a result, the Company has discontinued recognition of its proportionate share of equity method losses following the date of initial recognition. Future equity method earnings, if any, will not be recognized until the amount exceeds the unrecognized net losses in prior periods. Based upon the magnitude of the disposition and because the Company is exiting certain research and development operations, the disposition represents a strategic shift that will have a material effect on the Company’s operations and financial results. Accordingly, the business of NanoSynex is classified as discontinued operations for all periods presented herein. The assets and liabilities classified in discontinued operations for NanoSynex as of December 31, 2022 are as follows: ASSETS AND LIABILITIES CLASSIFIED IN DISCONTINUED OPERATIONS December 31, 2022 Cash $ 1,621,967 Accounts receivable, net 26,499 Prepaid expenses and other current assets 190,384 Total current assets of discontinued operations 1,838,850 Restricted cash 5,690 Property and equipment, net 29,149 Intangible assets, net 5,700,000 Goodwill 625,602 Total non-current assets of discontinued operations 6,360,441 Total assets of discontinued operations of NanoSynex $ 8,199,291 Accounts payable $ 1,273 Accrued vacation 115,002 Accrued expenses and other current liabilities 293,571 R&D grant liability 780,682 Short term debt-related party 950,722 Total current liabilities of discontinued operations 2,141,250 Deferred tax liability 357,757 Total non-current liabilities of discontinued operations 357,757 Total liabilities of discontinued operations of NanoSynex $ 2,499,007 The Company reclassified the following operations to discontinued operations for the three and nine months ended September 30, 2023 and 2022, respectively: 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 EXPENSES Research and development $ 81,640 $ 489,433 $ 869,064 $ 498,155 Total expenses 81,640 489,433 869,064 498,155 Loss on disposal of discontinued operations 4,479,010 — 4,479,010 — (BENEFIT) PROVISION FOR INCOME TAXES (150,369 ) — (357,757 ) — LOSS FROM DISCONTINUED OPERATIONS (4,410,281 ) (489,433 ) (4,990,317 ) (498,155 ) Loss attributable to noncontrolling interest (1,276,969 ) (230,767 ) (1,578,481 ) (234,883 ) NET LOSS ATTRIBUTABLE TO STOCKHOLDERS $ (3,133,312 ) $ (258,666 ) $ (3,411,836 ) $ (263,272 ) In connection with this transaction, the Company recorded a loss on deconsolidation of NanoSynex in its condensed consolidated financial statements for the three and nine months ended September 30, 2023: Loss on deconsolidation of NanoSynex Fair value of NanoSynex interest retained $ — Net assets deconsolidated (2,768,403 ) Non-controlling interest share 1,235,443 Accumulated OCI attributable to NanoSynex 131,891 Forgiveness of debt (3,077,941 ) Loss from deconsolidation of NanoSynex $ (4,479,010 ) |