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Intangible Assets

12 Months Ended

Dec. 31, 2025

Intangible Assets [Abstract]

INTANGIBLE ASSETS

NOTE 7 – INTANGIBLE ASSETS

Intangible assets at December 31, 2025 and 2024 consisted of the following:

		December 31,				December 31,
		2025				2024
ColoAlert intellectual property		$	-			$	3,771,828
Pancreatic cancer intellectual property			1,113,424				-
			1,113,424				3,771,828
Accumulated amortization			-				(754,366	)
		$	1,113,424			$	3,017,462

Amortization expense for the years ended December 31, 2025 and 2024 amounted to $377,182 and $377,163, respectively. The Company recorded impairment loss on intangible asset of $2,640,280 and $0 for the years ended December 31, 2025 and 2024, respectively.

ColoAlert Intellectual Property

The Company’s legacy product is ColoAlert, a colorectal cancer (“CRC”) screening test. On January 1, 2019, the Company entered into an exclusive licensing agreement with ColoAlert AS to license the intellectual property related to the ColoAlert test. On February 11, 2021, the Company obtained an option, exercisable for three years, to acquire such intellectual property in exchange for (i) either a one-time cash payment of €2,000,000 or €4,000,000 payable in ordinary shares based on the valuation of the Company’s most recent financing and (ii) a lifetime royalty of €5 per ColoAlert test sold. Subsequent to February 11, 2021, ColoAlert AS assigned its interests in ColoAlert, the licensing agreement, and the option to Uni Targeting Research AS (a related party).

On February 15, 2023, the Company entered into an Intellectual Property Asset Purchase Agreement (the “IPA”), which superseded the prior licensing and option arrangements. Pursuant to the IPA, the Company acquired the intellectual property underlying the ColoAlert test in exchange for (i) $2.0 million in cash, payable over the subsequent four years, (ii) 300,000 ordinary restricted shares, and (iii) a revenue share payment of up to $1 per test sold for a period of 10 years. The Company recorded the acquired intellectual property as a finite-lived intangible asset and assigned an estimated useful life of 10 years.

In measuring the consideration transferred under the IPA, the equity component was recorded based on the Company’s share value on the closing date ($274 per share). The cash component was recorded at the present value of the scheduled payments using a 10% discount rate, and the related obligation is subsequently accreted using the effective interest method.

During the years ended December 31, 2025 and 2024, the Company paid $350,000 and $150,000, respectively, to the seller. For the years ended December 31, 2025 and 2024, amortization expense associated with the acquired intellectual property was $377,183 and $377,163, and interest expense related to the discounted payment obligation was $66,876 and $94,132, respectively. As of December 31, 2025, the remaining required payments totaled $676,096, which were recorded as an intellectual property acquisition liability - related party (current) on the Consolidated Balance Sheets. As of December 31, 2024, the remaining required payments totaled $1,066,671 recorded as an intellectual property acquisition liability - related party (current and non-current).

Beginning in 2024, the Company and the seller agreed that the Company may reduce the scheduled payments by 50% until the Company attains a satisfactory level of financing.

The Company performed its assessment for impairment of intangible assets for indications that an asset may be impaired and determined that the estimated fair value is $0 and the carrying amount will not be recovered. Therefore, the Company recorded an impairment loss of $2,640,280 for the year ended December 31, 2025. The Company did not record impairment loss for the year ended December 31, 2024.

Impairment loss of ColoAlert intellectual property summary as follows;

Cost		$	3,771,828
Accumulated amortization as of December 31, 2024			(754,366	)
Amortization in 2025			(377,182	)
Carrying amount before impairment loss			2,640,280
Impairment loss recorded at December 31, 2025			(2,640,280	)
		$	-

Pancreatic Cancer Biomarker and Algorithm License Agreement

In March 2025, the Company entered into a license agreement with Liquid Biosciences (“Liquid”) to access and use a portfolio of novel mRNA biomarkers and related algorithms for the non-invasive detection of pancreatic cancer through blood-based testing. Total consideration for the license is $1.2 million, payable in scheduled installments during 2025 and 2026. The Company recorded the acquired intellectual property as an infinite-lived intangible asset.

The Company capitalized the license costs as in-process research and development (“IPR&D”) and recorded the license as an intangible asset, with a corresponding liability for amounts unpaid.

The impairment assessment did not indicate any impairment of an infinite-lived intangible asset, and the Company concluded that the recoverability of an infinite-lived intangible asset was not affected.

During the year ended December 31, 2025, the Company paid $700,000 to the seller. As of December 31, 2025, the remaining required payments totaled $487,785, which were recorded as an intellectual property acquisition liability (current) on the Consolidated Balance Sheets.