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Business Combination
9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
On September 4, 2024, the Company entered into an Asset Purchase Agreement (“APA”) with FlightWave Aerospace Systems Corporation (the “Seller”) to broaden the Company’s range of drone products. The Seller sold certain assets used in designing, developing, manufacturing, and selling long range, AI-powered UAVs for commercial use. Pursuant to the APA, the Company has acquired substantially all of the assets owned, controlled or used by the Seller for an aggregate purchase price of $14,000,000 worth of shares of the Company’s common stock, and as such, the asset purchase will be treated as a business combination. The purchase price was payable as follows:
$7 million worth of the Company’s common stock issued on September 30, 2024, totaling 2,544,991 shares, equal to the VWAP on such date.
$7 million worth of the Company’s common stock issued on December 31, 2024, totaling 698,317 shares, equal to the VWAP on such date.
Goodwill for FlightWave is ascribed to existing relationships with several U.S. government agencies including classification as approved vendors. The Company has reported net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized.
The summary of the purchase price and its related allocation at fair market value is as follows:
Shares issued$14,000,000 
Total Purchase Price$14,000,000 
Assets acquired
Inventory$297,630 
Operating lease right-of-use assets128,433 
Other assets69,480 
Brand name567,000 
Backlog276,000 
Customer relationships900,000 
Proprietary technology3,705,000 
Goodwill8,675,565 
Total assets acquired14,619,108 
Liabilities assumed
Accounts payable and accrued expenses264,493 
Customer deposits196,476 
Operating lease liabilities158,139 
Total liabilities assumed619,108 
Total fair value of net assets acquired$14,000,000 
Brand name, backlog, customer relationships and proprietary technology are included in intangible assets on the consolidated balance sheets. The carrying value of brand name is not being amortized but is reviewed quarterly and formally evaluated at year end for impairment. Customer relationships and proprietary technology are being amortized over seven years. Backlog is being amortized over two years. The excess of the purchase price above the net assets acquired was recorded as goodwill which is reviewed quarterly and formally evaluated at year end.
Supplemental Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information summarizes the results of operations for the Company as though the business combination with Seller had occurred on January 1, 2024. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company.
Three months
ended
September 30, 2024
Nine months
ended
September 30, 2024
ConsolidatedConsolidated
Revenues$1,798,984 $15,273,294 
Net Loss(12,707,287)(28,920,491)
Loss per share – basic and diluted(0.17)(0.39)