Related Parties |
12 Months Ended | ||||||||||||
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Dec. 31, 2025 | |||||||||||||
| Related Party Transactions [Abstract] | |||||||||||||
| Related Parties | Note 10 – Related Parties
Notes Payable – Related Parties
During the year ended December 31, 2024, the Company received a short-term working capital loan of $105,000 from John W. Meyer, the Company’s President and Chief Operating Officer. The loan bears interest at 18% per annum, is unsecured, and is payable on demand.
On February 20, 2025, Mr. Meyer provided an additional short-term working capital loan of $25,000 under substantially similar terms, including interest at 18% per annum, unsecured status, and repayment on demand. The proceeds were used to support the Company’s operating liquidity and short-term working capital requirements.
As of December 31, 2025, the Company also had an outstanding related-party convertible promissory note payable to director Darryl V. Green with a principal balance of $25,000.
As of December 31, 2025, the aggregate outstanding balance of related-party notes payable, including accrued interest, totaled $184,469.
Equity-Based Compensation to Executive Officers and Directors
On March 19, 2024, the Company issued shares of common stock to its Chief Financial Officer as equity compensation in lieu of cash compensation. The shares were valued at $ based on a grant-date fair value of $0.05 per share.
On the same date, the Company issued an aggregate of shares of common stock to five members of the Board of Directors, consisting of 1,000,000 shares issued to each director. The shares were issued as compensation for board services and were valued at an aggregate fair value of $ based on a grant-date fair value of $0.05 per share.
During the year ended December 31, 2024, the Company recognized stock-based compensation expense of $ related to previously granted equity awards issued to the Company’s Chairman and Chief Executive Officer. The awards are being amortized over an 82-month vesting period.
On March 6, 2025, the Company issued an aggregate of shares of common stock to five directors, consisting of 1,000,000 shares issued to each director, as compensation for board services. The shares were valued at an aggregate fair value of $ based on a grant-date fair value of $0.03 per share.
On December 23, 2025, the Company issued shares of common stock to its Chief Financial Officer as equity compensation for services rendered. The shares were valued based on the fair value of the Company’s common stock on the grant date.
During the year ended December 31, 2025, the Company recognized stock-based compensation expense of $ related to previously granted equity awards issued to the Chairman and Chief Executive Officer.
Total related-party stock-based compensation expense recognized during the year ended December 31, 2025 was $439,054.
Governance, Approval, and Risk Considerations
All related-party transactions were reviewed and approved by the independent
members of the Board of Directors.
Key risks associated with related-party financing include:
Management believes the terms of the above transactions were reasonable given the Company’s financial condition and represent the most practical sources of capital during the periods presented.
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