Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions Historically, the Company has been involved in transactions with various related parties. Legal Services Ely D. Tendler is compensated for his services to the Company as General Counsel and Secretary through payments to Ely D. Tendler Strategic & Legal Services PLLC (“EDTSLS”), a law firm owned by Mr. Tendler. All payments made to EDTSLS by the Company were for Mr. Tendler’s services to the Company as General Counsel and Secretary. No other services were provided by EDTSLS to the Company. The Company’s payments to EDTSLS for Mr. Tendler’s services totaled $287,798 and $367,670 for the three months ended June 30, 2025 and 2024, respectively, and $567,545 and $620,920 for the six months ended June 30, 2025 and 2024, respectively. Included in accounts payable were $119,725 and $55,545 due to related parties as of June 30, 2025 and December 31, 2024, respectively. There were no amounts included in accrued liabilities due to related parties as of June 30, 2025 and December 31, 2024 related to legal services. Subcontractor Services PrideStaff provides subcontractor services to the Company. PrideStaff is owned by a former operations manager of the Company and his spouse, and therefore, is a related party. The Company made subcontractor payments to PrideStaff totaling $20,613 and $74,607 for the three months ended June 30, 2025 and 2024, respectively, and $56,319 and $140,619 for the six months ended June 30, 2025 and 2024, respectively. Included in accounts payable were $500 and $17,149 due to related parties as of June 30, 2025 and December 31, 2024, respectively. Included in accrued liabilities were $0 and $13,097 due to related parties as of June 30, 2025 and December 31, 2024 related to subcontractor services. Transition Services Agreement On October 11, 2023, the Company and Anthony Capone, who resigned as Chief Executive Officer of the Company on September 15, 2023, entered into a separation and transition services agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Capone served as a consultant to the Company until March 15, 2024 (such period, the “Capone Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions. As compensation for his services during the Capone Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr. Capone received a monthly consulting fee of $45,000 and subsidized premiums for continued group health plan coverage for the duration of the Capone Consulting Period. Mr. Capone did not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Capone Consulting Period. The Transition Agreement further acknowledges and affirms that Mr. Capone will be bound by and comply with certain restrictive covenants. The Company made payments to Mr. Capone under the Transition Agreement totaling $0 and $45,000 for the three months ended June 30, 2025 and 2024, respectively, and $0 and $180,000 for the six months ended June 30, 2025 and 2024, respectively. There were no amounts included in accounts payable and accrued liabilities due to related parties as of June 30, 2025 and December 31, 2024, respectively, related to this Transition Agreement. Consulting Agreement - Stan Vashovsky On March 7, 2024, the Company entered into a separation and consulting agreement (the “Vashovsky Consulting Agreement”) with Stan Vashovsky, who retired as a director and Chair of the Board effective March 31, 2024. Pursuant to the Vashovsky Consulting Agreement, Mr. Vashovsky continued to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”). During the Vashovsky Consulting Period, Mr. Vashovsky provided advisory services as requested from time to time by the Company’s executive officers or the Board of Directors and assisted with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, received an equity grant during each quarter of the Vashovsky Consulting Period having a grant date fair value of approximately $35,000. In consideration for a release of claims, Mr. Vashovsky was also eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period. The Vashovsky Consulting Agreement further acknowledges and affirms that Mr. Vashovsky will be bound by and comply with certain restrictive covenants. The Company granted approximately $0 and $35,000 in RSUs to Mr. Vashovsky under the Vashovsky Consulting Agreement for the three and six months ended June 30, 2025, respectively. The Company made no payments to Mr. Vashovsky under the Consulting Agreement for the three and six months ended June 30, 2024. There were no amounts included in accounts payable and accrued liabilities as of June 30, 2025 and December 31, 2024, related to the Vashovsky Consulting Agreement. Consulting Agreement - Steven Katz On September 26, 2024, the Company entered into a transition consulting agreement (the “Katz Consulting Agreement”) with Steven Katz, who resigned as a director and independent Chair of the Board of Directors effective October 1, 2024. Pursuant to the Katz Consulting Agreement, Mr. Katz served as a consultant to the Company until December 31, 2024 (the “Katz Consulting Period”). During the Katz Consulting Period, Mr. Katz provided transition advisory services relating to the Board and its committees as requested from time to time by the Company’s executive officers or the Board of Directors. As compensation for his services during the Katz Consulting Period, and subject to his compliance with the Katz Consulting Agreement, Mr. Katz received consulting fees in the amount of (i) $2,500 per month plus (ii) $400 for each hour of services rendered in excess of five hours during each month. During the Katz Consulting Period, Mr. Katz’s equity awards also continued to vest under the Plan. The Company made no payments to Mr. Katz under the Katz Consulting Period for the three months ended June 30, 2025 and 2024, respectively, and made payments totaling $2,500 and $0 for the six months ended June 30, 2025 and 2024, respectively. Included in accounts payable were $0 and $2,500 due to related parties as of June 30, 2025 and December 31, 2024 related to the Katz Consulting Agreement. There were no amounts included in accrued liabilities due to related parties as of June 30, 2025 and December 31, 2024 related to the Katz Consulting Agreement. Consulting Agreement - Rosario Manco Jr. On June 27, 2025, the Company entered into a separation and transition consulting agreement (the “Manco Consulting Agreement”) with Rosario Manco Jr., who was terminated as the Vice President of Finance effective June 27, 2025. Pursuant to the Manco Consulting Agreement, Mr. Manco served as a consultant to the Company until July 27, 2025 (the “Manco Consulting Period”). During the Manco Consulting Period, Mr. Manco assisted the Company with transitioning job duties and responsibilities of the Vice President of Finance role, including but not limited to communications with the Company’s Chief Financial Officer pertaining to the same. As consideration for his services during the Manco Consulting Period, and subject to his compliance with the Manco Consulting Agreement, Mr. Manco received total consulting fees in the amount of $27,810. The Company made no payments to Mr. Manco under the Manco Consulting Agreement for the three and six months ended June 30, 2025 and 2024, respectively. There were also no amounts included in accounts payable and accrued liabilities as of June 30, 2025 and December 31, 2024 related to the Manco Consulting Agreement.
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