3. Acquisitions

Acquisition of Guru Experience Co:

Effective November 23, 2022, the Company entered into an Agreement and Plan of Reorganization (the "Guru Agreement") with the Guru Experience, Co. ("Guru") whereby the Live Current agreed to acquire all of the outstanding shares of Guru. Closing of the acquisition of Guru as set forth in the Guru Agreement was completed on November 23, 2022. Upon completion of the acquisition, all of the outstanding shares in the capital stock of the Guru were cancelled without payment of any additional consideration thereon. The Company acquired Guru to expand its business into cloud-based applications.

Concurrent with the entry into the Guru Agreement and completion of the acquisition, the Company entered into a Note Cancellation Agreement (the "Note Cancellation Agreement") with the holders (the "Guru Note Holders") of certain convertible promissory notes of Guru (the "Guru Notes") having an aggregate principal amount of $675,000. Pursuant to the terms of the Note Cancellation Agreement, the Company agreed to issue to the Guru Note Holders an aggregate of 3,000,000 shares of the Company's common stock as satisfaction in full of the amounts owing under the Guru Notes. Guru Note Holders have agreed not to sell or otherwise transfer the shares of the Company's issued to them pursuant to the Note Cancellation Agreement for a period of six months following the completion of the acquisition.

Fair value of consideration
Shares of common stock (3,000,000 shares at $0.23)	$	694,200

Allocation of the consideration to the fair value of assets acquired and liabilities assumed:
Assets
Cash and cash equivalents		70,725
Accounts receivable		129,365
Prepaid expenses and other assets		54,508
Fixed assets		23,613
Acquisition related goodwill-provisional		852,242
Total assets acquired		1,130,453

Liabilities
Accounts payable accrued expenses		(178,948	)
Deferred subscription revenue		(118,318	)
Financing arrangements		(138,987	)
Total liabilities assumed		(436,253	)

Fair value of net assets acquired	$	694,200

At December 31, 2022, management performed an impairment analysis of the acquisition related goodwill-provisional and determined that it was fully impaired. As such, for the year ended December 31, 2022, the Company recorded an impairment loss of $852,242 for the balance of the Guru acquisition goodwill-provisional.

From acquisition date through December 31, 2022, Live Current had revenue of $166,247 and net income of $10,844.

The pro forma financial information below represents the combined results of operations for the years ended December 31, 2022 and 2021, as if the acquisition had occurred as of January 1, 2021. The unaudited pro forma financial information is presented for informational purposes only and is neither indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the period presented nor indicative of future operating results.

		For the year ended December 31,
		2022			2021

Revenue	$	1,288,380		$	1,186,091
Earnings	$	(16,260,954	)	$	(4,681,383	)

Acquisition of assets from PowerSpike:

On November 9, 2022, the Company issued a total of 1,106,639 shares of its common stock to PowerSpike, Inc. ("PowerSpike") for the acquisition of net assets of PowerSpike, including all code to PowerSpike's influencer management software and all social media sites supporting the product. The fair value of the shares issued was $248,994 on the date of the acquisition and the net assumed liabilities were $84,989 on the date of acquisition resulting in a provisional value of recorded assets of $333,983. At December 31, 2022, the Company determined that the fair value of the net assets acquired was not recoverable and recognized an impairment of intangibles of $333,983.

Acquisition of Neverthink Assets

On June 7, 2022 the Company acquired certain software, including the code and social media assets for the video meme platform Neverthink.TV and paid approximately 11,000 Euros (approximately $11,800, plus other costs of approximately $2,500)