Related Parties |
3 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||
| 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 March 31, 2026, the aggregate outstanding balance of related-party notes payable, including accrued interest, totaled $185,028.
Equity-Based Compensation to Executive Officers and Directors
On February 20, 2026, the Company issued an aggregate of restricted shares of common stock to six members of its Board of Directors and executive officers, consisting of shares issued to each individual, as compensation for board and management services rendered. The recipients and their respective titles were as follows: Charles S. Arnold (Chairman and Chief Executive Officer), Darryl V. Green (Director), John “JT” Thatch (Director), Benjamin Kaplan (Director), John W. Meyer (President, Chief Operating Officer, and Director), and David E. Price (Director). The shares were valued at an aggregate fair value of $, based on a grant-date fair value of $ per share, representing the OTC market closing price of the Company’s common stock on February 20, 2026. All shares vested immediately upon issuance with no further service conditions. The full fair value of $ was recognized as stock-based compensation expense in the three months ended March 31, 2026, and is included in general and administrative expenses in the accompanying condensed consolidated statements of operations.
On the same date, the Company issued restricted shares of common stock to CFO Squad, a third-party professional services firm engaged to provide Chief Financial Officer services to the Company. The shares were valued at $, based on a grant-date fair value of $ per share. All shares vested immediately upon issuance. The full fair value of $ was recognized as compensation expense in the three months ended March 31, 2026.
Chairman and Chief Executive Officer — Long-Term Vesting Award
The Company previously granted equity awards to its Chairman and Chief Executive Officer that are being amortized over an 82-month vesting period. During the three months ended March 31, 2026 and 2025, the Company recognized stock-based compensation expense of $ and $, respectively, related to the vesting of these awards. During the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense of $ and $, respectively, related to these awards.
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.
|