DISCONTINUED OPERATIONS | NOTE 5 — DISCONTINUED OPERATIONS The summary of assets and liabilities classified in discontinued operations as of December 31, 2022 are as follows: SCHEDULE OF BALANCE SHEETS AND INCOME STATEMENT CLASSIFIED IN DISCONTINUED OPERATIONS Qualigen, Inc. NanoSynex Total Current assets of discontinued operations $ 4,448,999 $ 1,838,850 $ 6,287,849 Non-current assets of discontinued operations 1,876,270 6,360,441 8,236,711 Total assets of discontinued operations $ 6,325,269 $ 8,199,291 $ 14,524,560 Current liabilities of discontinued operations $ 1,299,948 $ 2,141,250 $ 3,441,198 Non-current liabilities of discontinued operations 1,350,975 357,757 1,708,732 Total liabilities of discontinued operations $ 2,650,923 $ 2,499,007 $ 5,149,930 The summary of gain (loss) from discontinued operations, net of tax, as of December 31, 2023 and 2022 are as follows: Year ended December 31, 2023 Year ended December 31, 2022 Qualigen, Inc. NanoSynex Total Qualigen, Inc. NanoSynex Total (Loss) from discontinued operations $ (171,701 ) $ (511,307 ) $ (683,008 ) $ (2,142,763 ) $ (4,997,418 ) $ (7,140,181 ) Gain (loss) on disposal of discontinued operations 3,876,778 (4,479,010 ) (602,232 ) — — — Total gain (loss) from discontinued operations $ 3,705,077 $ (4,990,317 ) $ (1,285,240 ) $ (2,142,763 ) $ (4,997,418 ) $ (7,140,181 ) Sale of Qualigen, Inc. On July 20, 2023, the Company completed the sale of Qualigen, Inc., its formerly wholly-owned subsidiary, to Chembio Diagnostics, Inc. for net cash consideration of $ 5.4 4.9 450,000 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 statement of operations items to discontinued operations for the years ended December 31, 2023 and 2022, respectively: 2023 2022 For the Years Ended December 31, 2023 2022 REVENUES Net product sales $ 3,661,121 $ 4,983,556 Total revenues 3,661,121 4,983,556 EXPENSES Cost of product sales 2,551,114 4,302,755 General and administrative 610,559 561,047 Research and development 206,819 1,245,973 Sales and marketing 405,626 950,420 Goodwill and fixed asset impairment — 75,000 Total expenses 3,774,118 7,135,195 OTHER EXPENSE (INCOME), NET Loss on disposal of equipment held for lease 63,302 — Interest (income) expense, net — (7,751 ) Other expense (income), net (4,898 ) (1,125 ) Loss on fixed asset disposal 300 — Total other expense (income), net 58,704 (8,876 ) INCOME (LOSS) FROM DISCONTINUED OPERATIONS BEFORE DISPOSAL (171,701 ) (2,142,763 ) Gain on sale of Qualigen, Inc., net of tax 3,876,778 — INCOME (LOSS) FROM DISCONTINUED OPERATIONS OF QUALIGEN, INC. $ 3,705,077 $ (2,142,763 ) In connection with this transaction, the Company recorded a gain on the sale of Qualigen, Inc. in its consolidated financial statements for the years ended December 31, 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 (627,806 ) Gain on sale of Qualigen, Inc. $ 3,876,778 In the fourth quarter of 2023, the gain was adjusted upward by $ 17,000 Amendment and Settlement Agreement with NanoSynex Ltd. On July 20, 2023, the Company entered into and effectuated the NanoSynex Amendment, pursuant to which the Company agreed to, in exchange for eliminating all future NanoSynex Funding Agreement obligations for the Company to invest further cash in NanoSynex (except for obligations to lend NanoSynex $ 560,000 670,000 281,000 52.8 49.97 3.0 560,000 670,000 49.97 39.90 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 statement of operations items to discontinued operations for the years ended December 31, 2023 and 2022, respectively: 2023 2022 For the Years Ended 2023 2022 EXPENSES Research and development $ 869,064 $ 1,105,040 Goodwill and fixed asset impairment — 4,164,000 Total expenses 869,064 5,269,040 Loss on disposal of discontinued operations 4,479,010 — (BENEFIT) PROVISION FOR INCOME TAXES (357,757 ) (271,622 ) LOSS FROM DISCONTINUED OPERATIONS (4,990,317 ) (4,997,418 ) Loss attributable to noncontrolling interest (343,038 ) (2,394,100 ) NET LOSS ATTRIBUTABLE TO STOCKHOLDERS $ (4,647,279 ) $ (2,603,318 ) In connection with this transaction, the Company recorded a loss on deconsolidation of NanoSynex in its consolidated financial statements for the years ended December 31, 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 other comprehensive income attributable to NanoSynex 131,891 Forgiveness of debt (3,077,941 ) Loss from deconsolidation of NanoSynex $ (4,479,010 ) |