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Business Acquisition
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Acquisition Business Acquisition
On September 29, 2025 the Company invested $30.0 million in cash into AIXC as part of a larger $40.7 million private placement financing (the “PIPE”) round whereby AIXC issued new shares of Common and Preferred Stock to the Company and other investors. Through our investment in the PIPE the Company obtained a controlling financial interest. AIXC was a publicly traded life-sciences company focused on the development of oncology treatments. At the acquisition date, AIXC’s activities primarily consisted of research and development, intellectual property management, and related administrative functions. With this investment, AIXC is transitioning towards cryptocurrency-related business. Total issuance costs associated with the PIPE transaction were $3.0 million and were allocated to acquirer and other investors based on the allocation of proceeds contributed to AIXC.
Through the PIPE transaction, the Company received 248,722 shares of AIXC common stock and 13,108,358 shares of Series B Convertible Preferred Stock. At issuance, only the common stock held voting rights, resulting in the Company owning approximately 7.9% of AIXC’s outstanding voting shares. Upon stockholder approval of the share issuance on November 12, 2025, all shares were afforded voting rights. On an as-converted to common stock basis, the Company held a total of approximately 13.4 million AIXC shares, representing 57.5% of the fully diluted share count of approximately 23.2 million shares.
In connection with the PIPE transaction, total issuance costs of approximately 8.9 million were incurred, consisting of 3.0 million in cash, 0.5 million in shares of AIXC common stock issued to legal counsel, and 5.3 million in the estimated fair value of warrants issued to placement agents. Of the cash issuance costs, $2.2 million was allocated to the business combination and is presented as a reduction of cash acquired. The remaining 0.8 million in cash issuance costs was allocated to the follow-on NCI equity financing. All non-cash issuance costs were allocated to equity. Issuance costs allocated to equity were recorded as a reduction of additional paid-in capital. We accounted for the Business Combination using the acquisition method of accounting, as prescribed by ASC 805, “Business Combinations” (“ASC 805”). In accordance with valuation methodologies described in ASC 820, “Fair Value Measurement” (“ASC 820”), the acquired assets and assumed liabilities were recorded at their estimated fair values as of the date of the acquisition.
The consideration consisted of $30.0 million of cash invested directly into AIXC and the fair value of the noncontrolling interests (“NCI”) in AIXC as of the acquisition date, which was $31.6 million. The additional $9.9 million, $10.7 million gross proceeds net of $0.8 million issuance cost, contemporaneous equity investments from the PIPE by third‑party and related party investors were determined to be separate transactions and were accounted for as post‑combination equity transactions under ASC 810‑10‑45‑23, rather than as part of the purchase price allocation.
ASC 805 requires the acquirer to recognize the acquiree’s tangible and intangible assets and liabilities at their acquisition‑date fair values and to recognize identifiable intangible assets separately from goodwill when they are contractual or separable. The Company believes that the historical values of AIXC’s current assets and current liabilities approximate fair value based on the short-term nature. The following table summarizes the allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on management’s preliminary estimates of fair value as of the acquisition date. These estimates are subject to change during the measurement period (amounts in thousands):
Description (balance sheet line item)
Fair Value
Cash (excludes funds from non FF PIPE Investors)1
$28,878 
Prepaid expenses and other current assets343
Short term note receivable4,348
Other receivable2
Intangibles (in-process R&D)3,629
Accounts payable and accruals(1,324)
Warrant Liability(362)
Promissory Notes(3,237)
Other liabilities (deferred tax liability)(907)
Net identifiable assets acquired31,370
Consideration transferred30,000
Fair Value of Non-Controlling Interest31,584
Goodwill2
$30,214 
1
Cash acquired is presented net of approximately $2.2 million in cash transaction-related costs incurred and paid by AIXC in connection with the PIPE.
2
In the quarter ended December 31, 2025, the Company impaired goodwill by $4.5 million. The goodwill balance as of December 31, 2025 is $25.8 million.
The fair value of the in-process research and development intangible asset (IPR&D) of $3.6 million was determined using a cost approach. Given the early stage of AIXC's oncology treatment programs and the absence of revenue streams or comparable market transactions, the development costs incurred through the acquisition date were considered to represent the best estimate of the cost a market participant would incur to reproduce the asset to its current stage of development.
The deferred tax liability of $0.9 million represents the tax effect of the difference between the acquisition-date fair value and the tax basis of the IPR&D intangible asset, calculated using the applicable enacted statutory tax rate.
Noncontrolling Interests
The Company did not acquire 100% of AIXC’s outstanding equity interests. The noncontrolling interest was measured at its acquisition‑date fair value of the interests not held by the Company. NCI stemming from the business combination was calculated based on observable market data and valuation techniques. In addition NCI increased as a result of contemporaneous equity financing that was not part of the business combination. These transactions were accounted for as equity transactions with noncontrolling interest holders, which did not impact the consideration transferred, the purchase price, or goodwill recognized in the business combination.
Goodwill
The goodwill recorded at closing relates principally to intangible assets that do not qualify for separate recognition under GAAP. The goodwill recognized at the acquisition date primarily reflects the impact of measuring the noncontrolling interest at fair value, which was determined using directly observable quoted prices of AIXC’s shares on the acquisition date. AIXC’s stock price on that date experienced notable volatility associated with the closing of a financing round that significantly enhanced AIXC’s liquidity. Additionally, AIXC provided an established public-company platform, including an existing registration, exchange listing, and shareholder baser. Goodwill was measured as the excess of the purchase price over net tangible and identifiable intangible assets. All of the goodwill recognized in the transaction has been assigned to the Company’s AIXC reportable segment.