Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS
Jeffrey Harris, former CEO, and Paul Sykes, former CFO, both participated in the debt financing transaction completed on January 23, 2024. Jeffrey Harris purchased $320,000 of 2024 Secured Convertible Notes, and $80,000 of 2024 Secured Term Notes. Paul Sykes purchased $25,000 of 2024 Secured Convertible Notes, and $6,250 of 2024 Secured Term Notes. Refer to Note 8. In January 2025 another investor in the debt financing agreement purchased $160,000 of 2024 Secured Convertible Notes, and $40,000 of 2024 Secured Term Notes from Jeffrey Harris. That same investor purchased the $25,000 of 2024 Secured Convertible Notes and $6,250 of 2024 Secured Term Notes from Paul Sykes in May 2025.
There were two members of the board of directors at December 31, 2025, who are related parties to investors in the debt financing transaction completed on January 23, 2024. In aggregate these investors purchased $5.2 million 2024 Secured Convertible Notes and $1.3 million 2024 Secured Term Notes. One of the investors was the party that purchased Notes from Jeffrey Harris and Paul Sykes. Refer to Note 8. On February 5, 2026, both members of our board of directors that are related parties to investors in the Notes resigned with immediate effect. The resignations were not due to any disagreements with the Company or the board on any matter relating to the Company’s operations, policies, or practices.
On March 31, 2025, Mr. Harris stepped down as the Company’s CEO. Pursuant to agreements entered into between Mr. Harris and the Company, the Company is required to grant to Mr. Harris 250,000 restricted stock units pursuant to its 2022 Long-Term Incentive Plan subject to vesting on the earlier of the occurrence of a change of control and March 31, 2026. Furthermore, the Company is required to pay Mr. Harris 3% and 2% of all revenue from gaming customers for years ending December 31, 2025, and 2026 respectively. In addition, the Company and Mr. Harris entered into a consulting agreement, whereby Mr. Harris would provide services to the Company for a twelve-month period commencing on April 1, 2025, including being available to the Board and management to help with questions that may arise and to assist the Company with strategic planning. As consideration for his services, Mr. Harris would receive a consulting fee of $450,000 payable in eighteen equal monthly instalments. In March 2026, the Company entered into a confidential settlement agreement with Mr. Harris, to resolve all outstanding disputes. The Company believes the agreement reduces potential litigation exposure and uncertainty associated with this matter and does not expect the resolution to have a material adverse effect on its financial position, results of operations, or liquidity. As a result of the settlement, the Company reduce the accrued settlement amount and will begin payments to Mr. Harris on April 1, 2026, with two monthly installments of $25,000. The Company has accrued a settlement with Mr. Harris within the accrued expenses and other current liabilities section.
On May 7, 2025 (the “Amendment Date”) the first amendment to the separation agreement with Mr. Sykes was executed, which revised the terms of the original agreement with Mr. Sykes. Per the amendment, the separation date for Mr. Sykes was accelerated to the Amendment Date, and Mr. Sykes is entitled to a revised bonus of $120,000, payable in twelve equal semimonthly installments. The Company will no longer accelerate the unvested restricted stock units previously granted to Mr. Sykes pursuant to its 2022 Long-Term Incentive Plan. All other terms of the original agreement will remain in effect. As of March 31, 2026, the agreement to Mr. Sykes as been completed. |