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ACQUISITIONS AND DISPOSITIONS

3 Months Ended

Mar. 31, 2026

NOTE 3 – ACQUISITIONS AND DISPOSITIONS

Acquisitions

Scienture, Inc.

The Company evaluated the Agreement and Plan of Merger, dated July 25, 2024, by and among the Company, MEDS Merger Sub I, Inc., MEDS Merger Sub II, LLC, and Scienture (the “Scienture Merger Agreement”) pursuant to ASC 805 and ASU 2017-01, Topic 805, “Business Combinations.” The Company first determined that Scienture met the definition of a business as it includes inputs and a substantive process that together significantly contribute to the ability to create outputs. Scienture’s results of operations are included in the Company’s consolidated financial statements from the date of acquisition. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition. The purchase price allocation is preliminary and could be significantly revised as a result of additional information obtained regarding assets acquired and liabilities assumed and revisions of estimates of fair values of tangible assets and related deferred tax assets and liabilities. The Company will finalize its valuation and the allocation of the purchase price, along with required retrospective adjustments, if any, within a year following the acquisition date.

On July 25, 2024, the parties consummated the mergers contemplated by the Scienture Merger Agreement (together, the “Scienture Merger”) and the Company issued 291,536 shares of common stock and 6,826,753 shares of Series X Preferred Stock at the closing. The aggregate fair value of the purchase price consideration was $78,646,184. The fair value was determined by the underlying stock price of the common stock on the date of the Scienture Merger, which was $11.63 per share, which was utilized for both the issuance of common and preferred stock after evaluating the terms of the Series X Preferred Stock. The Company also applied a discount for lack of marketability of 5% due to certain lock-up terms on the shares issued.

The following summarizes the purchase price consideration and the preliminary purchase price allocation as of the acquisition date:

SCHEDULE OF PURCHASE PRICE ALLOCATION

	July 25, 2024
Purchase consideration:
Common stock	$	3,221,245
Series X preferred stock		75,424,939
Total purchase consideration	$	78,646,184

Purchase price allocation:
Cash	$	132,976
Operating lease right-of-use assets		61,578
Goodwill		21,372,960
Intangible assets - product technologies		76,400,000
Accounts payable		(987,097	)
Accrued liabilities		(1,198,134	)
Loan payable, related party		(265,000	)
Lease liability		(61,886	)
Development agreement liability		(1,285,000	)
Long-term convertible notes		(2,000,000	)
Deferred tax liability		(13,524,213	)
Net assets acquired	$	78,646,184

Goodwill is primarily attributable to the go-to-market synergies that are expected to arise as a result of the acquisition and other intangible assets that do not qualify for separate recognition. The goodwill is not deductible for tax purposes.

Dispositions and Divestitures

Refer to Note 1 and 4 for further detail on the disposition of the Company’s legacy subsidiaries.

Discontinued Operations

In accordance with the provisions of ASC 205-20, the Company has excluded the results of discontinued operations from its results of continuing operations in the accompanying consolidated statements of operations. For the three months ended March 31, 2026 and 2025, the results of the discontinued operations for the three months ended March 31, 2026 and 2025 was $0: