Annual report [Section 13 and 15(d), not S-K Item 405]

Note 7 - Intangible Assets

v3.26.1
Note 7 - Intangible Assets
12 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Intangible Assets Disclosure [Text Block]

7. Intangible Assets

 

Intangible assets, net is as follows:

           

Gross

           

Net

 
   

Useful Lives

   

Carrying

   

Accumulated

   

Carrying

 

December 31, 2025

 

(Years)

   

Amount

   

Amortization

   

Amount

 

Long-lived intangible assets:

                               

Sales Process

    10     $ 2,130,956     $ (2,130,956 )   $ -  

Paid Member Relationships

    5       803,472       (803,472 )     -  

Member Lists

    5       8,186,181       (8,186,181 )     -  

Developed Technology

    3       648,000       (648,000 )     -  

Trade Name/Trademarks

    4       442,500       (442,500 )     -  

Contracts acquired in RemoteMore acquisition (months)

    3 - 12       1,377,083       (1,377,083 )     -  

Copyrights

    5 - 15       6,933,828       -       6,933,828  
              20,522,020       (13,588,192 )     6,933,828  

Indefinite-lived intangible assets:

                               

Trade name

                            101,400  

Crypto

                            2,593,780  

Intangible assets, net

                          $ 9,629,008  

 

           

Gross

           

Net

 
   

Useful Lives

   

Carrying

   

Accumulated

   

Carrying

 

December 31, 2024

 

(Years)

   

Amount

   

Amortization

   

Amount

 

Long-lived intangible assets:

                               

Sales Process

    10     $ 2,130,956     $ (2,130,956 )   $ -  

Paid Member Relationships

    5       803,472       (803,472 )     -  

Member Lists

    5       8,186,181       (8,152,848 )     33,333  

Developed Technology

    3       648,000       (648,000 )     -  

Trade Name/Trademarks

    4       442,500       (442,500 )     -  

Contracts acquired in RemoteMore acquisition (months)

    3 - 12       1,377,083       (1,377,083 )     -  
              13,588,192       (13,554,859 )     33,333  

Indefinite-lived intangible assets:

                               

Trade name

                            101,400  

Intangible assets, net

                          $ 134,733  

 

On  September 3, 2025, the Company entered into a copyright transfer agreement (the “High Wave Copyright Transfer Agreement”) with High Wave Corp (“High Wave”), under which High Wave agreed to assign to the Company the copyrights and related rights of forty (40) original musical works, including all copyrights and related rights such as reproduction, performance, broadcasting, and adaptation. The total purchase consideration is $10,000,000, payable in four installments between  October 15 and  November 30, 2025, with ownership of each batch of works transferring upon payment. High Wave warranted full ownership and non-infringement of the works, waived all moral rights, and agreed not to resell or license them. As of  December 31, 2025, the Company had paid $3,700,000 under the High Wave Agreement. On December 16, 2025, the Company entered into an amendment to the copyright transfer agreement (the “First Amendment to High Wave Copyright Transfer Agreement”), pursuant to which the Company retained the right, but not the obligation, to purchase the remaining twenty-five (25) musical works for total consideration of $6,300,000. If the Company elects to proceed with such purchase, the Company and High Wave will mutually agree on the delivery schedule and payment terms for the remaining works.

 

On  September 12, 2025, the Company entered into the Copyright Agreement with Streams Ohio, a non-affiliated accredited investor. Pursuant to the Streams Ohio Copyright Agreement, the Company agreed to acquire eight (8) original musical works from the Streams Ohio. Under the terms of the Streams Ohio Copyright Agreement, consideration could be paid in cash, shares of the Company’s Common Stock, or a combination thereof. The Board approved payment of the consideration through the issuance of 556,000 shares of Common Stock (the “Copyright Shares”), with an aggregate value of approximately $1,629,080, based on the closing price of $2.93 per share on September 12, 2025, subject to the limitations of the Nasdaq Listing Rule 5635. The Copyright Shares were issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act, and/or Regulation D promulgated thereunder. The Streams Ohio Copyright Agreement contains customary representations, warranties, and covenants.

 

On November 24, 2025, the Company entered into a copyright transfer agreement with Shohan Event Organizers Co., L.L.C. , a non-affiliated accredited investor. Pursuant to the Copyright Agreement, the Company agreed to acquire five (5) original musical works from the Copyright Seller. Under the terms of the Copyright Agreement, consideration could be paid in cash, shares of the Company’s Common Stock, par value $0.01 per share, or a combination thereof. The board of directors of the Company approved payment of the consideration through the issuance of 927,600 shares of Common Stock, with an aggregate value of approximately $1,604,748, based on the closing price of $1.73 per share on November 24, 2025, subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC. The Copyright Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.

 

On December 17, 2025, the Company entered into a purchase agreement with DeeptradeX.ai, an Australian-based digital asset trading platform, pursuant to which the Company agreed to acquire an aggregate of 25,937,800 native utility digital tokens issued by the Seller (the “DTT Tokens”). The DTT Tokens are intended to function as a medium of exchange for services on the Seller’s Web3.0 digital asset platform and do not represent equity, debt, dividends, governance rights or profit-sharing interests. The total consideration for the DTT Tokens is $2,593,780, payable, at the Company’s election, in cash, shares of Common Stock, or a combination thereof. The board of directors of the Company approved payment of the consideration through the issuance of 1,358,000 shares of Common Stock, subject to the limitations of Listing Rule 5635 of The Nasdaq Stock Market LLC and the shares were issued on  January 2, 2026. The Consideration Shares was be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act, and/or Regulation D promulgated thereunder. The DTT Tokens will be delivered to a wallet address designated by the Company and will be subject to a 12-month lock-up period followed by a 24-month linear vesting period, with releases occurring automatically pursuant to an immutable smart contract. The Purchase Agreement contains customary representations, warranties and covenants, including representations regarding regulatory compliance, token functionality and indemnification for certain regulatory matters. The Company measures the digital tokens at fair value on a recurring basis, and such measurements are classified within Level 1 of the fair value hierarchy.

 

Amortization expense related to intangible assets of $33,333 and $91,114 for the years ended  December 31, 2025, and 2024, respectively, is recorded in depreciation and amortization expense in the accompanying consolidated statements of operations.