Note 17 - Related Party Transactions |
12 Months Ended |
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Dec. 31, 2025 | |
| Notes to Financial Statements | |
| Related Party Transactions Disclosure [Text Block] |
NOTE 17: RELATED PARTY TRANSACTIONS
As of December 31, 2024, the Company expensed $510 related to Bower Four Strategic agreement due to the change in employment status for CEO Greg Lipschitz.
Pursuant to the Lipschitz Agreement entered into on August 12, 2024, Mr. Lipschitz, through Bower Four Corp. (a company wholly owned by Mr. Lipschitz), is entitled to receive aggregate consideration of $950 in shares of Common Stock over years, comprised of up to $317 of annual service credits, as defined in the agreement. As of December 31, 2025, the service credits issued in connection with the Lipschitz Agreement have been fully consumed and of related prepaid expenses remain outstanding. The Board considered the Lipschitz Agreement in its assessment of Mr. Lipschitz’s independence and determined that, as a result, Mr. Lipschitz does not qualify as an independent director under applicable Nasdaq listing standards.
On June 7, 2024, the Company issued Series D warrants to purchase up to an aggregate 92,799 shares of common stock to certain investors at a nominal exercise price for a period of years from the issuance date (Note 15.c). 30,933 of Series D warrants were granted to a company wholly owned by one of the Company’s directors. The fair value of the warrants was $203. On September 19, 2024, the director exercised the warrants to purchase 30,933 shares of common stock.
On July 27, 2024, the Company entered into a strategic investment agreement with a company wholly owned by one of the Company’s directors. Pursuant to agreement, the Company agreed to issue 140,749 shares of common stock. The shares were issued on August 12, 2024. The shares were fully vested upon issuance and were valued at $745. Pursuant to the terms of the agreement, the Company was issued $950 of service credits that are to be consumed in future. As of the year ended December 31, 2025, of related prepaid expenses were outstanding.
On August 8, 2024, the Company completed the closing of a $209 secured promissory notes with its related parties. The promissory notes were issued with a discount of $11 and the Company received gross proceeds of $198. The promissory notes had an annual interest rate of 18% to be paid monthly. The principal amount of $209 matured and become due and payable on August 23, 2024. Promissory notes were paid in full on the maturity date.
On August 12, 2024, all issued and outstanding RSUs vested and the Company issued 59,264 shares of common stock to related parties and recognized $410 of share-based compensation expense (Note 15.f).
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