NOTE 10 — RELATED PARTY TRANSACTIONS

Offerings of Equity Securities

Manchester Management Company, LLC (“MMC”), as the general partner of Manchester Explorer, L.P. (“Explorer”), combined with the holdings of its affiliates, JEB Partners LP, James Besser and Morgan Frank, owned approximately 3.4% of the Company’s outstanding shares of common stock at March 31, 2026. Mr. Besser is the Company’s chief executive officer and a managing member of MMC. Mr. Frank is a member of the Board, and he serves as the portfolio manager of Explorer and as a managing member of MMC. In March 2025, Explorer purchased 260,416 units in the Private Placement for aggregate gross proceeds to the Company of $500,000. In addition, Mr. Besser purchased 78,125 units in the Private Placement for aggregate gross proceeds to the Company of approximately $150,000.

Two members of the Board purchased a total of 35,937 Units in the Private Placement for gross proceeds to the Company of $69,000.

Two members of the Board participated in the Offering and purchased 2,000 and 733 shares, respectively, and accompanying warrants for net proceeds to the Company of $46,200 and $16,940, respectively.

Promissory Note

In February 2026, the Company issued a promissory note (the “Bridge Note”) to Mr. Besser that provided the Company with a $350,000 revolving credit facility with all amounts being drawn down by the Company thereunder being due and payable, subject to acceleration in the event of a default, on March 25, 2026 (the “Maturity Date”). Interest at the rate of 12% was payable on each drawn down without regard to the draw down date or the date when interest is paid. The principal amount of the Bridge Note and interest due thereon was payable to Mr. Besser no later than the earlier of: (i) the Maturity Date and (ii) the date on which the Company has received proceeds in excess of $2,000,000 from a transaction or series of related transactions occurring prior to the Maturity Date, which such transactions constitute equity financings or other issuances of the Company’s equity securities. During the three months ended March 31, 2026, the Company made draws on the Bridge Note of $250,000 and incurred interest charges of $30,000. In March 2026, subsequent to the completion of the March 2026 Offering, the Bridge Note and accrued interest were paid in full.

Compensation 

A family member of one of the Company’s executive officers was an employee of the Company until March 15, 2026. During the years ended March 31, 2026 and 2025, the Company paid the family member approximately $153,900 and $169,000, respectively, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of stock options granted during each period. 

A second family member of one of the Company’s executive officers consulted with and became an employee of the Company during 2025. During the year ended March 31, 2026, the Company paid the family member approximately $66,600, which includes the aggregate grant date fair values, as determined pursuant to FASB ASC Topic 718, of stock options granted. 

Royalty Agreement

In July 2017, the Company entered into a royalty agreement with its founder, who currently serves as an executive officer of the Company (the “Founder”). Pursuant to the agreement, the Founder assigned and transferred all of his rights in the intellectual property of Quasuras in return for future royalty payments on the Company’s product. The Company is obligated to make royalty payments under the agreement to the Founder on any sales of the royalty product sold or otherwise commercialized by the Company equal to (a) $0.75 on each sale of a royalty product or (b) 5% of the gross sale price of the royalty product, whichever is less. The royalty payments will cease, and the agreement will terminate, at such time as the total sum of royalty payments actually paid to the Founder, pursuant to the agreement, reaches $10,000,000. The Company has the option to terminate the agreement at any time upon payment, to the Founder, of the difference between total royalty payments actually made to him to date and the sum of $10,000,000. All payments of the royalties, if due, for the preceding quarter, will be made by the Company to the Founder within thirty days after the end of each calendar quarter.