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Note 2 - Discontinued Operations
6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 2 DISCONTINUED OPERATIONS

 

In July 2024, the Company’s Board of Directors approved a plan to implement a strategic cost savings initiative, primarily related to the Company’s Birmingham laboratory. In September 2024, the Company transferred certain pieces of computer hardware with alternative use to the Pittsburgh laboratory, while the rest of the laboratory equipment and inventories from the Birmingham laboratory were marketed for sale and the related product and service lines were discontinued. The Company executed a sales agreement for all remaining laboratory equipment and inventories from the Birmingham laboratory and all items were removed from the laboratory premises as of September 30, 2024. As of September 30, 2024, the Company vacated and ceased use of the Birmingham laboratory and office space. The Company’s lease continues through August 2025. The Company concluded that, in aggregate, the disposal of these assets comprising the former Birmingham operating segment met the criteria for discontinued operations presentation in the third quarter of 2024.

 

On March 14, 2025, the Company entered into an asset purchase agreement (the “APA”) and closed the transactions contemplated therein with DeRoyal Industries, Inc., a Tennessee corporation (“DeRoyal”), to sell and assign to DeRoyal assets and liabilities exclusively related to the business of providing products for automated, direct-to-drain medical fluid disposal, including the Company’s STREAMWAY® product line (the “Eagan Business”). These assets were operated by the Company’s wholly owned subsidiary, Skyline Medical, and were previously reported in the Company’s Eagan operating segment. The purchased assets exclusively related to the Eagan Business included but were not limited to cash, certain accounts receivable, inventories, patents, fixed assets, and real property leased by the Company and exclusively used in connection with the Eagan Business. The total purchase price for the purchased assets was $625,000, plus the assumption of certain liabilities related to the Eagan Business including the lease for the office and warehouse space located at 2915 Commers Drive Suite 900 Eagan, MN 55121, certain accounts payable, and contract liabilities associated with the Eagan Business. The ongoing activities of the former Eagan operating segment are limited to wind down activities.

 

As a result of these developments, the former Birmingham and Eagan operating segments have been reclassified to discontinued operations in these condensed consolidated financial statements for all periods presented.

 

The following table presents a reconciliation of the carrying amounts of the major classes of assets and liabilities to the current assets and liabilities of discontinued operations as presented in the Company’s condensed consolidated balance sheets:

 

   

June 30,

2025

   

December 31,

2024

 

Assets:

               

Cash

  $ -     $ 122,851  

Accounts receivable, net

    37,297       746,266  

Inventories

    -       339,968  

Prepaid expense and other assets

    10,426       52,318  

Total current assets of discontinued operations

    47,723       1,261,403  
                 

Property and equipment, net

    -       21,882  

Intangibles, net

    -       159,158  

Lease right-of-use assets

    -       17,266  

Other long-term assets

    4,031       4,031  

Total assets of discontinued operations

  $ 51,754     $ 1,463,740  
                 

Liabilities:

               

Accounts payable

  $ 1,149     $ 97,780  

Accrued expenses and other liabilities

    252,015       248,086  

Contract liabilities

    -       80,909  

Lease liability

    89,040       106,609  

Total current liabilities of discontinued operations

    342,204       533,384  
                 

Other long-term liabilities

    -       23,487  

Total liabilities

  $ 342,204     $ 556,871  

 

The following table provides details about the major classes of line items constituting the loss from discontinued operations presented in the Company’s condensed consolidated statements of net loss:

 

     

Three Months Ended         

June 30, 

      Six Months Ended 
June 30,
 
 
     

2025

     

2024

     

2025

     

2024

 

Revenue

 

$

-

   

$

211,467

   

$

157,179

   

$

626,255

 

Cost of sales

   

-

     

139,109

     

122,800

     

304,092

 

Gross profit (loss) from discontinued operations

   

-

     

72,358

     

34,379

     

322,163

 
                                 

Operating expenses:

                               

General and administrative

   

101,103

     

291,813

     

204,341

     

593,223

 

Operations, research and development

   

2,669

     

334,699

     

125,495

     

806,807

 

Sales and marketing

   

-

     

150,234

     

130,318

     

281,259

 

Total operating expenses

   

103,772

     

776,746

     

460,154

     

1,681,289

 

Total operating (loss) from discontinued operations

   

(103,772

)

   

(704,388

)

   

(425,775

)

   

(1,359,126

)

Gain on disposal of discontinued operations

   

-

     

-

     

172,451

     

-

 

Other income (expense)

   

12,205

     

(20,204

)

   

4,300

     

(20,204

)

Net (loss) from discontinued operations

 

$

(91,567

)

 

$

(724,592

)

 

$

(249,024

)

 

$

(1,379,330

)

 

The gain on disposal of discontinued operations represents the gain on assets sold and liabilities assumed by DeRoyal.