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RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

 

Managed Services Agreement with Hensley Beverage Company – Related Party

 

In July 2021, we entered into a 1-year Managed Services Agreement with Hensley Beverage Company to provide secured managed services. We also may be engaged by Hensley Beverage Company from time to time to provide other related services outside the scope of the Managed Services Agreement. While the agreement provided for an original term through December 31, 2021, the agreement will continue until terminated by either party. For the three months ended June 30, 2025 and 2024, we received $93,377 and $52,592, respectively, and for the six months ended June 30, 2025 and 2024, we received $279,594 and $1,175,914, respectively, from Hensley Beverage Company for contracted services, and had an outstanding receivable balance of $90,632 and $0 as of June 30, 2025 and December 31, 2024, respectively. Andy McCain, a director of our company, is President and Chief Executive Officer of Hensley & Company, the parent company of Hensley Beverage Company.

 

Convertible Note Payable with Hensley & Company

 

In March 2023, we issued an unsecured convertible note payable to Hensley & Company in the principal amount of $5,000,000 bearing an interest rate of 10.00% per annum. The principal amount, together with accrued and unpaid interest was due on March 20, 2025. On March 25, 2025, we entered into Amendment Number One to this convertible note, which extended the maturity date of the convertible note to March 20, 2026. At any time prior to, or on the maturity date, Hensley & Company is permitted to convert all or any portion of the outstanding principal amount and all accrued but unpaid interest thereon into shares of our common stock at a conversion price of $18.00 per share. During each of the three months ended June 30, 2025 and 2024, we recorded interest expense of $125,000 and during each of the six months ended June 30, 2025 and 2024, we recorded interest expense of $250,000. As of June 30, 2025 and December 31, 2024, we had accrued interest payable of $1,138,888 and $888,888, respectively. Mr. McCain, a director of our company, is President and Chief Executive Officer of Hensley & Company. Refer to Note 11, “Debt,” and Note 15, “Subsequent Events,” for further details regarding this convertible note.