v3.25.1
Note 13 - Related Party Transactions
12 Months Ended
Jan. 31, 2025
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

NOTE 13 - RELATED PARTY TRANSACTIONS

 

Avelead Office Lease

 

The Company acquired Avelead on  August 16, 2021. Accordingly, the Company assumed a lease for corporate office space from one of the selling shareholders of Avelead who was employed by the company through  August 2023. This lease term ended  February 2023. For the twelve months ended January 31, 2025 and 2024, the Company recorded rent expense of $0 and $6,000, respectively. Refer to Note 3 – Business Combination for additional information. 

 

Debt Private Placement

 

The following related parties participated in the Debt Private Placement (Refer to Note 5 – Debt for additional information): 

 

Name of Investor

 

Investment Amount

  

Warrants Granted

 

121G, LLC (1)

 $1,000,000   59,829 

Matthew W. Etheridge (2)

  1,000,000   61,403 

Jonathan R. Phillips (3)

  50,000   2,991 

The Ferayorni Family Trust (4)

  500,000   29,914 

 

(1) The securities held in the account of 121G, LLC (“121G” may be deemed to be beneficially owned by Wyche “Tee” Green, III, the managing member of 121G. Mr. Green serves as Executive Chairman of the Company and is a member of the Board.

(2) Mr. Etheridge became a member of the Board subsequent to the closing of the Debt Private Placement.
(3) Mr. Phillips is a member of the Board.
(4) The securities held in the account of The Ferayorni Family Trust  may be deemed to be beneficially owned by Justin J. Ferayorni as co-trustee of The Ferayorni Family Trust. Mr. Ferayorni is a member of the Board.

 

Common Stock Private Placement

 

On  February 6, 2024, the Company completed the sale of 17,543 shares of the Company’s common stock to Matthew Etheridge at a purchase price of $5.70 per share for an aggregate purchase price of $100,000. Mr. Etheridge became a director of the Company subsequent to the closing of the Debt Private Placement.