Related Party Transactions |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2026 | |||
| Related Party Transactions [Abstract] | |||
| Related Party Transactions |
As of June 30, 2026 and December 31, 2025, the Company had $0 and $610,000, respectively, included in accounts payable and accrued expenses related to fees payable to the Company’s Board of Directors. These amounts primarily related to pro-rated cash retainers attributable to the third and fourth quarters of 2024 and the first quarter of 2025. During the six months ended June 30, 2026, the Company’s Board of Directors forgave $490,000 of previously accrued fees, which was recorded as an increase to additional paid-in capital.
As of June 30, 2026 and December 31, 2025, the Company had $2,047,378 and $2,094,833, respectively, due to related parties. These amounts primarily resulted from advances from affiliates of the Company, that are non-interest bearing, and are payable on demand.
As disclosed in Note 7, the Company had notes payable to related parties of $511,749 and $5,562,266 as of June 30, 2026 and December 31, 2025, respectively. During the six months ended June 30, 2026, $7,169,072 of outstanding principal and accrued interest of related party debt was extinguished in connection with the Exchange Agreement.
As disclosed in Note 7, on June 11, 2026, the Company entered into the Exchange Agreement with the Debtholder, a related party, pursuant to which the Company exchanged $7,169,072 of principal and accrued interest outstanding under that Amended and Restated Promissory Note, dated January 1, 2025, for (i) 7,169 shares of a newly designated series of Series C Preferred Stock, and (ii) a common stock purchase warrant to purchase up to 619,084 shares of common stock, and such note and the indebtedness evidenced thereby were cancelled. Bjarne Borg, a member of the Company’s Board of Directors, is the manager of the Debtholder. See Note 7 — Notes Payable and Notes Payable – Related Party and Note 10 — Stockholder’s Equity for additional information regarding the terms of the Series C Preferred Stock and the warrant.
The Company incurred consulting fees from Marc Brune, father of Nicolai Brune, Chief Financial Officer, in the amount of $171,844 and $75,000 during the six months ended June 30, 2026 and 2025, respectively.
The Company incurred consulting fees payable to JDB Consulting Services, Inc., a company controlled by James D. Burnham, who served as a member of the Company’s Board of Directors until July 1, 2026, in the amount of $75,000 and $25,000 during the six months ended June 30, 2026 and 2025, respectively. The amended and restated consulting agreement with JDB Consulting Services, Inc. was deemed terminated as of July 1, 2026 in connection with Mr. Burnham’s employment agreement described in Note 16.
The Company incurred consulting fees payable to AMC Environmental Consulting., a company controlled by Anthony M. Cialone, who serves as a member of the Company’s Board of Directors, in the amount of $75,000 and $25,000 during the six months ended June 30, 2026 and 2025, respectively.
The Company employs Tristan Burnham, son of James D. Burnham, and incurred payroll expenses of $98,461 and $7,708 during the six months ended June 30, 2026 and 2025, respectively.
The Company employs Derek Villarreal, son of David Villarreal, Chief Executive Officer, and incurred payroll expenses of $70,000 during the six months ended June 30, 2026 and 2025, respectively.
As part of the acquisition of Resource Group, the Company acquired an intangible asset in the amount of $6,368,100, which was originally owned by a related party of the members of Resource Group. The original owner is no longer a related party of the Company |