Note 23 - Related Parties |
6 Months Ended | |||||||||
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Jun. 30, 2026 | ||||||||||
| Notes to Financial Statements | ||||||||||
| Related Party Transactions Disclosure [Text Block] |
NOTE 23 RELATED PARTIES
Related party transactions, including services provided to or received by the Company's subsidiaries, are measured in part by the amount of consideration paid or received as established and agreed by the parties. Except where disclosed elsewhere in these unaudited consolidated interim financial statements, the following is a summary of related party relationships and transactions.
Argo Management Group, LLC
The Company acquired Argo Management Group, LLC ("Argo Management") in April 2016. Argo Management's primary business is to act as Managing Member of Argo Holdings. At June 30, 2026 and December 31, 2025, each of the Company, John T. Fitzgerald ("Fitzgerald"), the Company's Chief Executive Officer and President, and certain of Fitzgerald’s immediate family members owns equity interests in Argo Holdings, all of which interests were acquired prior to the Company’s acquisition of Argo Management. Subject to certain limitations, Argo Holdings' governing documents require all individuals and entities owning an equity interest in Argo Holdings to fund upon request his/her/its pro rata share of any funding requirements of Argo Holdings up to an aggregate maximum amount equal to his/her/its total capital commitment (each request for funds being referred to as a "Capital Call"). Argo Holdings made no Capital Calls during the six months ended June 30, 2026 and the year ended December 31, 2025.
Preferred Stock Private Placements
As further described in Note 17, " Redeemable Preferred Stock,":
Common Stock Private Placement
On June 24, 2025, the Company entered into a Purchase Agreement with certain third-parties for aggregate gross proceeds of $15.7 million, resulting from the sale of 1,336,264 shares of its Common Stock in a private placement transaction. Blue Riband Fund LP invested $3.0 million in the Common Stock private placement transaction. Mirabella Financial Services LLP acts as the Investment Manager for Blue Riband Fund LP and was a shareholder known by the Company to be a beneficial owner of more than 5% of the Company’s outstanding common shares on the June 24, 2025 transaction date.
Director Retainer Agreement
On May 18, 2026, the Company entered into a Director Retainer Agreement with Mr. Adam Patinkin, our Chairman, which provides for, among other items, (i) the grant of certain 2026 Stock Options and (ii) the payment of cash fees for each year of service equal to $100,000 greater than the annual cash fees received by other non-employee directors on the Board. The foregoing description of the Director Retainer Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Director Retainer Agreement, a copy of which is filed as Exhibit 10.2 to this Quarterly Report and is incorporated herein by reference.
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