NOTE 14

PF MEDICAL

As previously disclosed, the Company made the strategic decision during the fourth quarter to cease all R&D activities under its Medical Segment. The Medical Segment conducted its activities through the Company’s majority-owned Polish subsidiary, PFM Poland and PFM Poland’s wholly-owned subsidiary PFMC, a Delaware corporation. On December 30, 2021, the Company entered into a Sales of Shares Agreement (the “sales agreement”) for its entire stock ownership (60.54%) of PFM Poland for notes receivable of approximately $47,000 (USD). The notes receivable will be paid to the Company by the buyer on the earlier of either twelve months from the closing date or within three days of a resale of the shares by the buyer. As condition precedent to the sales agreement, the Company released PFM Poland from unsatisfied trade payables owed by PFM Poland to the Company totaling approximately $2,537,000 (USD). The Company will have no continuing involvement with PFM Poland other than administrative requirements, as applicable, through the completion of PFM Poland’s 2021 Polish year-end financial audit, which is expected to be completed in late May 2022.

Immediately before the sales agreement was executed, the Company converted PFMC from a S Corporation to a limited liability company (Perm-Fix Medical LLC or “PFM LLC”) and acquired the entire ownership from the majority-owned Polish subsidiary for $10. The transaction was deemed to be a common control transaction and all assets and liabilities were transferred using the historical carrying values in accordance with guidance in ASC 805-50-25, “Business Combinations, Related Issues, Recognition.” The carrying amount of the non-controlling interest was adjusted to reflect the change in the ownership of the subsidiary. As a result, approximately $1,004,000 of the non-controlling interest related to the cumulative loss of PFM LLC was recognized as additional paid-in capital on the Company’s Consolidated Statements of Stockholders’ Equity and approximately $902,000 was recognized as a component within “Loss on deconsolidation of subsidiary” recorded on the Company’s Consolidated Statement of Operations.

As a result, effective December 30, 2021, PFM Poland was no longer a subsidiary of the Company and the Company deconsolidated the entity from its consolidated financial statements in accordance with guidance in ASC 810-10-40, “Consolidation, Overall, Derecognition.” Accordingly, the Company’s Consolidated Balance Sheet at December 31, 2020, as reported, includes the consolidated assets and liabilities after intercompany eliminations for PFM Poland. However, the December 31, 2021 Consolidated Balance Sheet does not in include balances due to the sale and deconsolidation of PFM Poland. In addition, the Company’s Consolidated Statements of Operations include results of its majority-owned Polish subsidiary for the period through December 30, 2021.

The Company recognized a non-cash “Loss on deconsolidation of subsidiary” of approximately $1,062,000 on its Consolidated Statements of Operation from the above transaction. The loss included approximately $94,000 in legal and accounting costs incurred for the transaction.

 SCHEDULE OF LOSS ON DECONSOLIDATION