v3.26.1
Related Party Transactions
12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 14 – RELATED PARTY TRANSACTIONS

 

In conjunction with the ATM Financing, the 2025 Private Placement, the 2024 Private Placement, the Company engaged Brookline, of which a Board member is a managing partner. The Company paid aggregate fees of $186,699 and aggregate legal fees of $60,000 to Brookline related to the ATM Financing and the 2025 Private Placement. Additionally, the Company paid Brookline a fee of $212,212 and legal fees of $39,726 related to the 2024 Private Placement.

 

On the closing date of the 2025 Private Placement, the Company issued the Placement Agent Warrant as detailed in Note 13 to Brookline. The fair value of the Placement Agent Warrant at issuance was approximately $311,000. Upon the Reverse Stock Split, the adjustment provision for the Placement Agent Warrant was triggered. As a result, the total shares issuable on exercise of the Placement Agent Warrant increased to 32,643, and the exercise price was reduced to $3.92. The incremental consideration for the Placement Agent Warrant related to such adjustment was approximately $26,000. As a result of shares sold as part of the ATM Financing, the adjustment provision on the Common Stock Warrants and the Placement Agent Warrant was triggered. As a result, the exercise price of such warrants was reduced to $3.36, and the total shares issuable on exercise of the Placement Agent Warrant increased to 38,131. The incremental consideration for the Placement Agent Warrant related to such adjustment was approximately $6,000.

 

On the closing date of the 2024 Private Placement, the Company issued a warrant for 2,993 shares of Common Stock to Brookline. This warrant has an exercise price of $84.38 and a term of five years. The fair value of the warrant at the time of issuance was $129,495.

 

The Company’s then Chief Executive Officer invested $25,000 in the 2024 Private Placement, purchasing 289 shares of Common Stock at a price of $86.50 per share, which was the market price on the closing date of the 2024 Private Placement.

 

During the year ended December 31, 2023, entities affiliated with a partnership in which a Board member is a general partner purchased $50,000 of the 2023 Promissory Notes as detailed in Note 9. Upon maturity of these notes in 2024, the principal was repaid with the issuance of 19,000 shares of Common Stock with a fair value of $50,000.

 

The owner of Burns Ventures was a former stockholder of AxoBio. During the period ended March 26, 2024, the Company incurred interest expense of $89,448 on the Burns Notes prior to disposal. As of the closing date of the AxoBio Disposition, there was $5,610,000 and $89,448 of principal and accrued interest outstanding, respectively, related to the Burns Notes.

AxoBio used Ortho Express LLC (“OrthoEx”) for 3PL services. The former Chief Executive Officer of AxoBio, who served as an advisor to the Company from August 2023 until the closing date of the AxoBio Disposition, has an equity interest in OrthoEx and has a seat on its Board of Directors. The Company incurred $26,700 expense related to the services provided by OrthoEx for the year ended December 31, 2024. As of the closing of the AxoBio Disposition, the Company had a payable to this related party of $7,830.