v3.26.1
Related Party
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party

Note 12. Related party

On July 31, 2026, the Company entered into a loan agreement with CRM Funding, LLC, which is wholly-owned by John A. Morrissey, a beneficial owner of approximately 10.35% of the Company’s outstanding common stock. Pursuant to the loan agreement, CRM Funding, LLC agreed to provide the Company with a term loan in the principal amount of $1,500,000. Because Mr. Morrissey beneficially owns more than 5% of the Company’s voting securities and indirectly holds a material interest in the loan through his ownership of CRM Funding, LLC, the transaction constitutes a related person transaction under Item 404(a) of Regulation S-K.

The loan bears interest at a rate of 1.25% plus prime per annum, with a floor of 7.0%, and matures on July 31, 2027. Interest is payable monthly, and the Company may prepay the loan at any time without penalty. The loan is secured by a lien on all of the Company’s assets. The Company used the loan proceeds for working capital and general corporate purposes.

The Audit Committee and Board of Directors reviewed and approved the transaction in accordance with the Company’s related person transaction policy. In approving the transaction, the Audit Committee and Board of Directors considered, among other factors, the Company’s financing alternatives, prevailing market terms for comparable loans, the shareholder’s relationship with the Company, and the determination of management that the terms of the loan were consistent with market terms and were fair to, and in the best interests of, the Company and its shareholders.