v3.26.1
Antev Asset Acquisition
 12 Months Ended
Dec. 31, 2025
Antev Asset Agreement [Abstract]  
Antev Asset Acquisition [Text Block]

11. Antev Asset Acquisition

On August 29, 2025 (the "Closing date"), the Company completed acquiring shares from securityholders of Antev Limited, or Antev (the "Antev Acquisition").

Pursuant to the terms of the Antev Acquisition, the Company acquired 98.60% of ownership in Antev including all the assets and its In-Process Research and Development (IPR&D) - Teverelix. The Company did so by issuing 1,603,164 common shares and payments of cash consideration of $2,970,166, and transaction costs of $1,992,798. Out of the 1,603,164 common shares, 205,980 shares issued will be delivered 210 days after the registration statement effectiveness. There was additional contingent consideration based on the following development milestones of the IPR&D:

Phases   Contingent Consideration agreed for Antev shares acquired through issue of shares   Contingent Consideration agreed for Antev shares acquired by cash payment
(i) Advanced Prostate Cancer - Phase 2 success or registration   $2.00 per common share issued   $1.47 per Antev share (pro rata interest in $5,333,200)
(ii) Acute Urinary Retention Prevention - Phase 2 success or registration   $7.50 per common share issued   $5.52 per Antev share (pro rata interest in $19,999,500)
(iii) FDA NDA approval - Hormone therapy for prostate cancer   Up to $20,000,000 (subject to pro rata reduction)   $5.52 per Antev share (pro rata interest in $20,000,000
(iv) FDA NDA approval - AUR prevention   Up to $20,000,000 (subject to pro rata reduction)   $5.52 per Antev share (pro rata interest in $20,000,000)

Per the terms of the acquisition, the common shares issued by the Company at Closing are subject to a staggered lock-up schedule. Specifically, 15% of the shares will be released at 30, 60, 90, 120, 150, and 180 days following the effectiveness of the Initial Registration Statement by the SEC, with the remaining 10% released on day 210. Additionally, these shares are subject to a six-month statutory hold under the U.S. Securities Act of 1933. A Registration Statement on Form S-1 was filed with the SEC to register the shares for resale. The SEC registration statement on the Form S-1 was declared effective on November 14, 2025.

The Company accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified IPR&D, thus satisfying the requirements of the screen test in accordance with the criteria under ASC 805-10-55-5C. As the common shares issued by the Company were subject to lock-up restrictions, a discount of  21.4394%, which is a Level 3 input, was applied to the quoted closing price of the Company's shares ($1.94) to determine the fair value of the Company's common share. This resulted in a fair value of $1.52 per share, reflecting a discount of $0.42 per share.

The following is a summary of the considerations paid:

Fair value of 1,603,164 common shares $ 2,443,344  
Cash paid   2,970,166  
Transaction expenses   1,992,798  
Contingent consideration   -  
Total fair value consideration   7,406,308  
Fair value of non-controlling interest   105,161  
Total fair value for allocation to net assets of Antev   7,511,469  

Due to the nature of the regulatory, sales and financing-based milestones, the contingent consideration was not included in the initial cost of assets acquired as they are contingent upon events that are outside the Company's control. Contingent consideration will be recognized when it becomes probable that the milestone conditions will be met and the amount can be estimated. As of December 31, 2025, none of the contingent events had occurred, nor were the milestone conditions considered probable to be met.

The allocation of Antev's net assets acquired were as follows:

Cash $ 13,353  
Assets   224,719  
       
Accrued and other accounts payable   (1,327,429 )
Other liabilities   (116,649 )
IPR&D - Teverelix   8,717,475  
Net assets acquired $ 7,511,469  

All costs allocated to IPR&D by the Company were recognized as research and development expenses in the Company's consolidated statement of operations and comprehensive loss as these assets had no alternative future use at the time of the acquisition transaction.