| Related Party Transactions |
| 12. | Related Party
Transactions |
Related parties consist of the following
individuals and corporations:
| ● | Braeden Lichti,
Non-executive Chairman |
| ● | Jordan Plews, Former
Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned January
16, 2025) |
| ● | Graydon Bensler,
CFO, CEO and Director |
| ● | Tim Sayed, Former
Chief Medical Officer and Former Director (resigned August 1, 2024) |
| ● | Brenda Buechler,
Former Chief Marketing Officer (termination effective June 20, 2024) |
| ● | Christoph Kraneiss,
Former Chief Commercial Officer (termination effective June 20, 2024) |
| ● | Jeffrey Parry,
Director (appointed June 1, 2023) |
| |
● |
Juliana Daley, Director (appointed June 1, 2023) |
| ● | Crystal Muilenburg,
Former Director (appointed June 1, 2023, resigned February 29, 2024) |
| ● | George Kovalyov,
Director (appointed March 1, 2024) |
| ● | GB Capital Ltd.,
controlled by Graydon Bensler |
| ● | JP Bio Consulting
LLC, controlled by Jordan Plews |
| ● | BWL Investments
Ltd., controlled by Braeden Lichti |
| ● | Northstrive Companies
Inc., controlled by Braeden Lichti |
Key management personnel include those
persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company
has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals
with more than 10% control.
Remuneration attributed to key management
personnel are summarized as follows:
| | |
Three months ended
June 30,
2025 | | |
Three months ended
June 30,
2024 | | |
Six months ended
June 30,
2025 | | |
Six months ended
June 30,
2024 | |
| Consulting fees | |
$ | 147,700 | | |
| 80,000 | | |
| 595,400 | | |
| 160,833 | |
| Director fees | |
| 83,290 | | |
| - | | |
| 83,290 | | |
| - | |
| Salaries | |
| - | | |
| 170,641 | | |
| 26,228 | | |
| 377,656 | |
| Share-based compensation | |
| 15,842 | | |
| (54,859 | ) | |
| 36,616 | | |
| (32,583 | ) |
| | |
$ | 246,832 | | |
| 195,782 | | |
| 741,534 | | |
| 505,906 | |
During the six months ended June 30,
2025:
| ● | The Company incurred consulting fees of $281,000 (June 30, 2024 - $100,833) to GB Capital Ltd, a company controlled by Graydon Bensler, CEO, CFO and Director. |
| ● | The Company incurred consulting fees of $314,400 (June 30, 2024 - $60,000) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President. |
| ● | The Company incurred director’s fees of $27,750 (June 30, 2024 – $nil) to George Kovalyov, a director of the Company. |
| ● | The Company incurred director’s fees of $27,790 (June 30, 2024 – $nil) to Juliana Daley, a director of the Company. |
| ● | The Company incurred director’s fees of $27,750 (June 30, 2024 – $nil) to Mystic Marine Advisors, LLC, a company owned and controlled by Jeffrey Parry, a director of the Company. |
Jordan Plews, Former Director and former
CEO of Skincare and BioSciences, earned a salary of $26,228 and $122,032, respectively, during the six months ended June 30, 2025, and
2024.
Brenda Buechler, Former Chief Marketing
Officer, earned a salary of $nil and $132,807, respectively, during the six months ended June 30, 2025, and 2024.
Christoph Kraneiss, Former Chief Commercial
Officer, earned a salary of $nil and $122,818, respectively during the six months ended June 30, 2025, and 2024.
During the six months ended June 30,
2025, and 2024, the company issued the following stock options to related parties:
On March 1, 2024, the Company granted
57 stock options to directors of the company with a contractual life of 10 years and exercise price of $7,000 per share of common stock.
These stock options were valued at $45,986 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary
of the grant date and the remaining 75% vest evenly over 36 months thereafter.
Details of the fair value, as calculated
on the grant date, to each related party in the current and prior periods, and the related expense recorded for the six months ended
June 30, 2025 and 2024 is as follow:
| | |
Six Months
Ended
June 30,
2025 | | |
Six Months
Ended
June 30,
2024 | | |
Grant date
fair value | |
| Braeden Lichti, Non-executive Chairman | |
$ | 11 | | |
$ | (5,355 | ) | |
$ | 50,995 | |
| Graydon Bensler, CEO, CFO and Director | |
| 11 | | |
| 1,502 | | |
| 50,995 | |
| Jordan Plews, Former Director
and former CEO of Skincare and BioSciences2 | |
| 11 | | |
| 1,502 | | |
| 50,995 | |
| Tim Sayed, Former Chief Medical
Officer and Former Director1 | |
| - | | |
| 1,502 | | |
| 50,995 | |
| Jeffrey Parry, Director | |
| 6,428 | | |
| 13,349 | | |
| 107,669 | |
| Crystal Muilenburg, Former
Director1 | |
| - | | |
| (41,668 | ) | |
| 210,245 | |
| Julie Daley, Director | |
| 19,592 | | |
| 53,643 | | |
| 210,245 | |
| George Kovalyov, Director | |
| 10,563 | | |
| 10,308 | | |
| 52,845 | |
| Brenda Buechler, Former Chief
Marketing Officer1 | |
| - | | |
| (36,918 | ) | |
| 143,671 | |
| Christoph
Kraneiss, Former Chief Commercial Officer1 | |
| - | | |
| (30,448 | ) | |
| 121,243 | |
| | |
$ | 36,616 | | |
$ | (32,583 | ) | |
$ | 1,049,898 | |
| 1 | 379 options of related parties were forfeited and or cancelled during the year ended December 31, 2024 |
| 2 | 143 options of Jordan Plews were cancelled during the three months ended June 30, 2025 |
As of June 30, 2025, and December 31,
2024, the Company had $53,355 and $227,749, respectively, due to companies controlled by Braeden Lichti, of which $53,355 and $227,749,
respectively, is unsecured, non-interest bearing, and are due on demand.
As of June 30, 2025, the Company had
$127 (December 31, 2024 - $179,655) in consulting fees due to Graydon Bensler, CEO, CFO and Director, and $Nil and $1,252 (December 31,
2024 - $11,813 and $Nil) due to Jordan Plews, Former Director and Former CEO of Skincare and BioSciences, and Jeffrey Parry, Director,
respectively, for expenses incurred on behalf of the Company. These amounts are unsecured, non-interest bearing and are due on demand.
|