ACQUISITION

9 Months Ended

Sep. 30, 2025

ACQUISITION [Abstract]

ACQUISITION

Note 4

ACQUISITION

The Company entered into the Assignment Agreement, by and among the Sellers, Kyber, and the Company, pursuant to which the Company acquired the Kyber Transferred Interests from the Sellers, effective as of the Kyber Acquisition Date. Pursuant to the terms of the Assignment Agreement, at the closing, Sellers transferred and assigned all of the Kyber Transferred Interests to the Company in consideration of the Company’s assumption of Kyber’s ordinary course liabilities. The Assignment Agreement also contains a customary post-closing working capital adjustment, which was resolved without material impact to the Transaction. All outstanding Class B Units of Kyber were cancelled prior to the closing of the Kyber Transaction and no consideration was paid to the Class B Unit holders.

In accordance with ASC 805, the Company has been considered the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Company has recorded the assets, including the acquired identified intangible assets, and liabilities assumed in the Kyber Transaction at their fair values at the date of acquisition. Any excess of the fair value of the net assets acquired over the purchase price has been recorded as a bargain purchase gain.

The Company obtained control of Kyber for no consideration other than the assumption of certain normal course working capital liabilities. The Company recorded a gain on bargain purchase upon completion of the transaction. The bargain purchase was a result of the Sellers’ plan to wind down and terminate Kyber’s operations if a sale was not completed by October 31, 2024, due to a previous change in ownership.

During the measurement period of up to one year from the Kyber Acquisition Date, the Company may record adjustments identified, if any, to the acquisition-date fair values of assets acquired and liabilities assumed with the corresponding offset to gain on bargain purchase. Upon the conclusion of the measurement period, no such adjustments were recorded.

The following table summarizes the fair values of the assets acquired and liabilities assumed on the Kyber Acquisition Date:

Description		Purchase Price
Purchase price	$	—
Total consideration transferred	$	—

		As of October 31, 2024	Estimated Useful Life (Years)
Assets acquired
Cash	$	1,415,696
Accounts receivables from customers, net		767,052
Prepaid expenses and other assets		109,934
Due from seller		67,443
Customer relationship intangible		1,011,000	6
Trademarks		215,000	9
Total assets acquired		3,586,125
Liabilities assumed
Accrued expenses		321,735
Deferred revenue		2,059,560
Total liabilities assumed		2,381,295
Gain on bargain purchase		1,204,830
Total consideration transferred	$	—

The Company incurred acquisition-related costs of $0, $6,145, $0, and $0 during the three and nine months ended September 30, 2025 and 2024, respectively, for legal and auditing fees which were expensed as incurred and included in strategic review and transaction related expenses in the Consolidated Statements of Operations.

The results of operations of Kyber since the Kyber Acquisition Date have been included in the Company’s condensed consolidated financial statements. Kyber contributed revenues of $1,999,292 and $5,552,205 for the three and nine months ended September 30, 2025 which was included in the Company’s consolidated statements of operations.

Supplemental Pro Forma Financial Information

The following table presents certain unaudited pro forma financial information for the combined entity as if the Kyber acquisition occurred on January 1, 2023. The unaudited pro forma financial information for the periods presented is provided for illustrative purposes only and is not necessarily indicative of the historical results of operations had the acquisition occurred on January 1, 2023, nor is it indicative of the results of operations in future periods.

		Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Revenues	$	5,969,736		$	17,769,761
Net loss	$	(2,526,025	)	$	(9,176,108	)
Basic and diluted net loss per share – on a pro forma basis	$	(0.13	)	$	(0.30	)