Acquisition of Vidello (Tables) - Vidello [Member]
|
9 Months Ended |
Sep. 30, 2025 |
|---|
| Business Acquisition [Line Items] |
|
| Summary of Preliminary Fair Value of the Consideration Transferred |
The preliminary fair value of the consideration transferred totaled $6,267,747 summarized as follows:
|
|
|
|
|
|
|
Amount |
|
Cash paid at closing |
|
$ |
2,745,031 |
|
Common stock issued to Vidello Stockholders |
|
|
1,661,677 |
|
Fair value of Holdback Amount |
|
|
1,861,039 |
|
Total consideration paid |
|
$ |
6,267,747 |
|
|
| Summary of Provisional Purchase Price Allocation Relating to Vidello Merger |
The following table summarizes the provisional purchase price allocation relating to the Vidello Merger:
|
|
|
|
|
Assets acquired: |
|
|
|
Cash and cash equivalents |
|
$ |
67,551 |
|
Property and equipment, net |
|
|
9,375 |
|
Intangible Assets - Vidello - Customer relationships |
|
|
551,000 |
|
Intangible Assets - Vidello - Trade name |
|
|
736,000 |
|
Intangible Assets - Vidello - Developed Technology |
|
|
4,010,000 |
|
Total assets |
|
$ |
5,373,926 |
|
Liabilities assumed: |
|
|
|
Accounts payable |
|
|
705 |
|
Accrued expenses and other current liabilities |
|
|
15,377 |
|
Unearned revenue, current |
|
|
447,966 |
|
Deferred tax liability |
|
|
1,324,250 |
|
Taxes payable |
|
|
337,127 |
|
Total liabilities |
|
$ |
2,125,425 |
|
Total identifiable net assets |
|
|
3,248,501 |
|
Goodwill recorded: |
|
|
|
Goodwill |
|
|
3,019,246 |
|
Total consideration |
|
$ |
6,267,747 |
|
|
| Summary of Intangible Assets Acquired and their Associated Estimated Acquisition Date Fair Values |
All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values are as follows:
|
|
|
|
|
|
|
|
|
Estimated |
|
Acquisition Date |
|
Intangible Assets |
|
Useful Life |
|
Fair Value |
|
Vidello - Customer Relationships |
|
6 years |
|
|
551,000 |
|
Vidello - Trade name |
|
10 years |
|
|
736,000 |
|
Vidello - Technology |
|
7 - 8 years |
|
|
4,010,000 |
|
|
| Summary of Pro Forma Financial Information |
The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:
|
|
|
|
|
|
|
|
|
For the nine Months Ended September 30, |
|
|
2025 |
|
|
2024 |
|
Revenue |
$ |
9,581,008 |
|
|
$ |
8,707,071 |
|
Cost of revenue |
|
1,870,380 |
|
|
|
1,741,544 |
|
Operating expenses |
|
21,921,778 |
|
|
|
14,947,197 |
|
Total other expenses (income), net |
|
3,169,640 |
|
|
|
14,106,361 |
|
Loss before income taxes attributable to common stockholders |
$ |
(17,380,790 |
) |
|
$ |
(22,088,031 |
) |
|