RELATED PARTY TRANSACTIONS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | 12. RELATED PARTY TRANSACTIONS
On January 22, 2018, the Company appointed James Geiskopf as Lead Director. On June 28, 2024, James resigned from the Company’s Board of Directors. As of December 31, 2025 and March 31, 2026, the Company has accounts payable and accrued expenses owed to this related party of $99,244.
On April 1, 2021, the Company appointed Cameron Chell as Executive Chairman. On December 19, 2024, Cameron resigned from the Company’s Board of Directors. As of March 31, 2026 and December 31, 2025, the Company had accounts payable and accrued expenses owed to this related party of $130,032.
Our former Chairman, Cameron Chell (“Mr. Chell”) is the founder of Business Instincts Group, Inc. (“BIG”), a firm in the business of guiding early-stage ventures. On April 1, 2021, Mr. Chell was appointed Executive Chairman of the Company. On December 19, 2024, Mr. Chell resigned from the Company’s Board of Directors. Following his resignation from the Board, Mr. Chell was appointed chairman of the Company’s advisory board, a position he continues to hold as of the date of this Annual Report. During 2024, in the normal course of preparing the Company’s financial statements and evaluating historical transactions, the Company determined that Mr. Chell was a related party of the Company at the time certain obligations to BIG and to Mr. Chell individually were incurred. As a result, BIG and Mr. Chell are treated as related parties for purposes of this disclosure.
As of March 31, 2026 and December 31, 2025, the Company had recorded accounts payable and accrued expense balances in connection with BIG and Mr. Chell in the aggregate amount of $672,524, consisting of $542,492 recorded in respect of BIG and $130,032 recorded in respect of Mr. Chell in his former capacity as Executive Chairman.
The entire aggregate balance is currently disputed. Because Mr. Chell’s related-party status was not identified at the time the underlying obligations were incurred, both in his capacity as founder of BIG and in his capacity as Executive Chairman of the Company. The Company is unable to confirm that the recorded balances were properly authorized, appropriately valued, or incurred in accordance with the Company’s related-party transaction policies and applicable governance requirements. Accordingly, the amounts, if any, that may ultimately be determined to be due and owing to BIG or Mr. Chell are subject to ongoing review and negotiation between the parties, including consideration of the Company’s right to offset against such amounts any costs and damages incurred as a result of the failure to identify and disclose the related-party relationship at the time the obligations were incurred. Until these matters are resolved, the full recorded aggregate balance of $672,524 should be considered contingent and not an established obligation of the Company.
On December 4, 2018, the Company appointed Swapan Kakumanu as Chief Financial Officer. On March 5, 2025, Swapan resigned from the Company. As of March 31, 2026 and December 31, 2025, the Company had no accounts payable and accrued expenses owed to him.
On October 9, 2017, the Company signed an agreement with RTB LLP. a company owned by Swapan Kakumanu to provide accounting services. On December 31, 2024 the company owed a balance of $117,476 to RTB LLP. On August 15, 2025, the company settled this debt by the issuance of shares at price of $ per share, however these shares had not yet been issued, and accordingly, the balance owed was reclassified to the Stock subscription payable” account within stockholders’ equity and resulting in zero balance due at December 31, 2025 and March 31, 2026.
On August 1, 2022, the Company appointed Scott Gallagher as President. As of December 31, 2025 and 2024, the Company had accounts payable and accrued expenses owing to this related party of $79,402.
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