Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS
On August 12, 2024, the Company entered into an agreement with Yakov Holdings, LLC, an entity controlled by Mr. Yakov whereby Yakov Holdings, LLC committed to loan to the Company up to Five Million Dollars ($5,000,000) (the “Yakov Holdings, LLC Loan”). The Yakov Holdings, LLC Loan is revolving in nature, allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total outstanding amount shall not exceed Five Million Dollars ($5,000,000). The interest rate of the Yakov Holdings, LLC Loan is 12% and it matures on August 12, 2025. On August 12, 2025, Yakov Holdings, LLC agreed to extend the note to mature on August 12, 2027. In addition, the Yakov Holdings, LLC Loan is secured by a first priority security interest for the benefit of Yakov Holdings, LLC over all of the assets of the Company. During the three months ending March 31, 2026, Mr. Yakov advanced the Company $2,500 and received repayments of $45,000. As of March 31, 2026 and December 31, 2025, the amount due to Yakov Holdings, LLC is $124,815 and $167,315, respectively.
On October 14, 2025, the Company’s Board of Directors approved, and on November 14, 2025 the Company entered into, an amended and restated employment agreement (the “Employment Agreement”) with its Chairman, President and Chief Executive Officer, Ronny Yakov (the “Executive”). The Employment Agreement supersedes the prior agreement dated January 3, 2022 and has an initial term through December 31, 2030, with automatic one-year renewals thereafter unless terminated in accordance with its terms. Pursuant to the Employment Agreement, the Executive is entitled to an annual base salary of $800,000, subject to annual increases of 3% beginning January 1, 2026. The Executive is also eligible to receive an annual performance-based bonus with a target amount of $400,000, which is likewise subject to annual increases of 3%. In addition, the Executive is eligible to receive transaction-based compensation, including (i) an acquisition bonus equal to 2% of the purchase price of certain qualifying acquisitions and (ii) milestone bonuses generally equal to 1% of the value of specified corporate transactions or events, as defined in the Employment Agreement.
The Employment Agreement provides for an equity award consisting of 200,000 shares of the Company’s common stock per quarter.
The Executive is also entitled to participate in the Company’s benefit plans, receive a monthly automobile allowance of $3,500, and be reimbursed for reasonable business expenses.
During the three months ended March 31, 2026, the Company granted 200,000 shares of common stock to the CEO pursuant to the terms of their employment agreement. The shares were valued at $0.65, the closing price on the date of grant for total non-cash expense of $130,120. As of March 31, 2026, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be issued. |