Note 9 – Related Party Transactions

The Company paid consulting fees through June 2025 to a company owned by Mr. Jack Ross, Chief Executive Officer of the Company. The Company expensed $0 during the three and six months ended June 30, 2025 and 2024 as consulting fees. The Company advanced $398,606 and $326,683 in prepaid consulting fees during the six months ended June 30, 2025 and 2024, respectively. The prepaid balance as of June 30, 2025 and December 31, 2024 was $695,587 and $296,981, respectively. During the six months ended June 30, 2025 and 2024, the Company was advanced $135,000 and $1,400,000, respectively, in the form of a short-term note. During the six months ended June 30, 2025 the Company repaid the $135,000 advance. The balance owed as of both June 30, 2025 and December 31, 2024 was $0. During the three months ended June 30, 2025, the Company paid $53,720 in the manner of prepaid rent for one year. The Company expensed $4,477 during the six months ended June 30, 2025, leaving a prepaid balance of $49,243.

The Company paid rent through June 2025 to a company owned by Mr. Jack Ross, Chief Executive Officer of the Company. The Company expensed $60,000 Canadian Dollars ($42,587 US Dollars) for the six months ended June 30, 2025, leaving a prepaid balance of $77,100 Canadian Dollars ($53,514 US Dollars).

The Company entered into transactions with a related party controlled by the CEO during prior years. The transactions were a pass through and allocation of expenses and reimbursements.  As of June 30, 2025 and December 31, 2024 the Company was owed $4,427,883 and $4,375,059, respectively. This loan has a repayment date of December 31, 2025. If the loan is not repaid by January 1, 2026, the borrower will pledge the number of shares of borrower’s stock with a market value equal to the amount outstanding on the note as security to be released upon payment of the note.

The Company entered into a transaction with a related party controlled by the CEO during the year ended December 31, 2023. The transaction was in the form of a short-term loan. The Company received $10,000 Canadian dollars (US Dollars $7,561). This amount was owed to the related party as of December 31, 2023 and was repaid during February 2024.

During June 2024, the Company entered into Sixth Amended Agreement with Knight Therapeutics Inc., a shareholder, to modify prior Agreements. This modification consolidated outstanding loans and extended the maturity dates of the loans to March 31, 2026. The Company recognized interest expense of $623,355 and $1,117,459 during the six month periods ended June 30, 2025 and 2024, respectively. The Company recognized interest expense of $253,363 and $703,301 during the three month periods ended June 30, 2025 and 2024, respectively. During May and June 2025, the Company repaid the balance on this amended agreement (see Note 11).  

On December 23, 2016, the Company entered into an agreement with Knight Therapeutics for the distribution rights of FOCUSfactor in Canada. In conjunction with this agreement, the Company is required to pay Knight a distribution fee equal to 30% of gross sales for sales achieved through a direct sales channel and 5% of gross sales for sales achieved through retail sales. The minimum due to Knight under this agreement is $100,000 Canadian dollars. As of both June 30, 2025 and December 31, 2024, the total outstanding balance was $123,584 Canadian dollars. In US Dollars, the total outstanding balance was $90,587 and $85,891 as of June 30, 2025 and December 31, 2024, respectively.

The Company expensed royalty of $7,788 and $41,277 for the six months ended June 30, 2025 and 2024, respectively. The Company expensed royalty of $3,239 and $18,799 for the three months ended June 30, 2025 and 2024, respectively. At June 30, 2025 and December 31, 2024, the Company owed Knight Therapeutics $2,368 and $2,753, respectively, in connection with a royalty distribution agreement.