Business Combinations, Intangible Assets and Goodwill

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combinations, Intangible Assets and Goodwill

Note 4 – Business Combinations, Intangible Assets and Goodwill

Original Acquisition

On May 7, 2018, the Company purchased the assets of Stemtech International, Inc. (the “Former Parent Company”), out of a Chapter 7 Bankruptcy for $400,000 and the assumption of a $4,000,000 note acquiring 100% of the issued and outstanding capital stock of Canada, Mexico, Stemtech Mexico, Stemtech New Zealand, Taiwan, Korea and Ecuador; and Stemtech Malaysia Holdings that owns two-thirds of its subsidiary Stemtech Malaysia. In addition to the net tangible assets, the Company acquired various intangible assets including patent products, licenses and trademarks and customers and distribution lists. The estimated useful lives of the identifiable intangible assets range from six to fourteen years.

The excess purchase price has been recorded as goodwill in the amount of $467,409 at June 30, 2025 and December 31, 2024. The estimated useful life of the identifiable intangible assets is six to fourteen years.

LFR Acquisition

In March 2023, the Company acquired 100% of LFR, a research and development company with expertise in the formulation of products.

The consideration paid was 2.4 million shares of the Company with a fair value of $271,920. At the time of purchase, LFR’s liabilities exceeded its assets by $15,205, and the difference between the net tangible assets and the purchase price, being $287,125, was allocated to a non-compete agreement and will be amortized over 18 months.

The following table summarizes the allocation of purchase price of the acquisition:

Schedule of acquired intangible assets
Tangible Assets Acquired:	Allocation
Cash and cash equivalents	$	2,171
Inventory		6,099
Accounts payable and Accrued liabilities		(23,475	)
Net Tangible Assets Acquired		(15,205	)

Intangible Assets Acquired:
Non-compete Agreement		287,125
Total Fair Value of Assets Acquired		271,920

Consideration:
Common Stock		271,920
Goodwill	$	–

The components of all acquired intangible assets were as follows at June 30, 2025 and December 31, 2024:

Schedule of acquired intangible assets
	June 30, 2025			December 31, 2024			Average Estimated Life (Years)
Patent products	$	2,344,900		$	2,344,900			14
Trade names and trademarks		1,106,000			1,106,000			Indefinite
Customer/distribution list		1,461,300			1,461,300			6
Non-compete agreement		287,125			287,125			18 months
Accumulated amortization		(2,906,920	)		(2,823,167	)
Total	$	2,292,405		$	2,376,158

The estimated future amortization as of June 30, 2025 is as follows:


Year ending December 31,
2025	$	83,746
2026		167,492
2027		167,492
2028		167,492
Thereafter		1,664,317
Total	$	2,250,539

Intellectual Property

The Company has two current patents filed in the US and 3 filed internationally, and as our research and development progresses, plan on filing more patents. Our current patent portfolio includes:

	·	Patent US 9, 289, 375 – Skin Care Composition Containing Combinations of Natural Ingredients
	·	Patent AU 201127647 – Methods and Composition for Enhancing Stem Cell Mobilization
	·	Patent MX 344304 – Metodos y Composiciones para Mejorar las Celulas Madre
	·	Patent US 10,159,705 – Methods and Composition for Enhancing Stem Cell Mobilization
	·	Patent MX 358857 – Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales
	·	Patent MX 358857 (part 1 of 3) - Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales
	·	Patent MX 358857 (part 2 of 3) - Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales
	·	Patent MX358857 (part 3 of 3) - Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales

Stemtech Corp 10-Q