DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

NOTE 5 — DISCONTINUED OPERATIONS

The summary of gain (loss) from discontinued operations, net of tax, for the three months ended March 31, 2024 and 2023 are as follows:

			Three Months Ended March 31, 2024							Three Months Ended March 31, 2023
	Qualigen, Inc.		NanoSynex		Total		Qualigen, Inc.			NanoSynex			Total
Loss from discontinued operations	$	-	$	-	$	-	$	(376,174	)	$	(496,014	)	$	(872,188	)

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 million, of which $4.9 million was received during the year ended December 31, 2023, and $450,000 was being held in escrow until January 20, 2025 to provide an available fund for payment of potential Company indemnification obligations. On June 4, 2024, the escrow account (reflected in prepaid expenses and other current assets on the Company’s March 31, 2024 balance sheet), was settled early by mutual agreement of the Company and the buyer. (See Note 14 - Subsequent Events.)

There were no assets and liabilities remaining related to Qualigen, Inc. as of March 31, 2024 or December 31, 2023.

There was no activity related to Qualigen, Inc. during the three months ended March 31, 2024. The Company reclassified the following statement of operations items to discontinued operations for the three months ended March 31, 2023:

	For the Three Months
	March 31, 2023
REVENUES
Net product sales	$	1,607,170
Total revenues		1,607,170
EXPENSES
Cost of product sales		1,264,828
General and administrative		345,433
Research and development		178,550
Sales and marketing		199,114
Goodwill and fixed asset impairment		—
Total expenses		1,987,925
OTHER EXPENSE (INCOME), NET
Other expense (income), net		(4,881	)
Loss on fixed asset disposal		300
Total other expense (income), net		(4,581	)
LOSS FROM DISCONTINUED OPERATIONS OF QUALIGEN, INC.	$	(376,174	)

Amendment and Settlement Agreement with NanoSynex Ltd.

On July 20, 2023, the Company entered into and effectuated the NanoSynex Amendment, reducing its ownership from approximately 52.8% to approximately 49.97% of the voting equity of NanoSynex, and deconsolidation of the subsidiary. On November 22, 2023, the Company further agreed to eliminate the Company’s obligations to lend additional funds to NanoSynex by surrendering shares of Series A-1 Preferred Stock of NanoSynex in an amount that reduced the Company’s ownership in NanoSynex voting equity from approximately 49.97% to 39.90%.

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.

There were no assets and liabilities recognized related to NanoSynex as of March 31, 2024 or December 31, 2023.

There was no activity related to NanoSynex during the three months ended March 31, 2024. The Company reclassified the following statement of operations items to discontinued operations for the three months ended March 31, 2023:

	For the Three Months
	March 31, 2023
EXPENSES
Research and development	$	661,184
Total expenses		661,184
(BENEFIT) PROVISION FOR INCOME TAXES		(165,170	)
LOSS FROM DISCONTINUED OPERATIONS OF NANOSYNEX, LTD.		(496,014	)
Loss attributable to noncontrolling interest		(261,028	)
NET LOSS ATTRIBUTABLE TO STOCKHOLDERS	$	(234,986	)