Related Party Transactions |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions | Related Party Transactions Note Payable - Isaac Sternheim On June 3, 2024, the Company entered into a promissory note agreement with a then 4.9% stockholder of the Company, who is also related to the Co-founder, CEO & Director of the Company (the "Lender"), for the principal amount of $2.0 million, due upon the earlier of (i) January 31, 2026, and (ii) within business days of the receipt by the Company of financing in excess of $10.0 million. The note bears no stated interest rate. The $10.0 million financing threshold was triggered upon closing of the March 9, 2026, public offering; accordingly, the outstanding balance is presented as current. The Company made a repayment of $50 on February 3, 2026, resulting in a balance of $44 at June 30, 2026. As a related party debt instrument with no stated interest charge, the Company records imputed interest at an estimated market rate of 18% per annum. The Company recorded imputed interest of approximately $400 for the year ended December 31, 2025, and approximately $2 for the three months ended June 30, 2026, and $5 for the six months ended June 30, 2026. Imputed interest is recorded as interest expense with a corresponding increase to additional paid-in capital.
Employment Contract - PMTCM In connection with the acquisition of PMTCM, the Company assumed an employment contract with Andrew Sherman, the chief executive officer of PMTCM and a significant shareholder of the Company. Pursuant to the employment agreement, Mr. Sherman is entitled to a one-time acquisition bonus of $250 and a base salary of $30 per month. No amounts have been paid to date. As of June 30, 2026, and December 31, 2025, the accrued liability related to Mr. Sherman’s employment contract was $0.79 million and $0.61 million, respectively. Series A Preferred Stock On May 5, 2026, Mr. Kepler sold 1,634,999 shares of Series A Convertible Preferred Stock to Leonard Sternheim, the Company’s Chief Executive Officer and a director, for aggregate consideration of $1.00. The Company was not a party to, and received no proceeds from that transaction. Following that transaction and the Company’s reacquisition and cancellation of 1,084,999 shares from Mr. Kepler, Mr. Sternheim beneficially owns all outstanding shares of Series A Convertible Preferred Stock and controls a substantial majority of the aggregate voting power of the Company’s outstanding capital stock. See Note 8 – Stockholders’ Equity (Deficit). Chief Financial Officer Arrangement On June 24, 2026, Robert Winspear resigned as Chief Financial Officer and the Board appointed Craig Cunningham as Chief Financial Officer, effective the same date. Mr. Cunningham provides services to the Company through Provenance Advisors Inc., of which Mr. Cunningham is the controlling shareholder and primary beneficiary pursuant to a consulting arrangement. Provenance Advisors Inc. also provided management advisory services to the Company from July 2025 through Mr. Cunningham’s appointment on June 24, 2026. Amounts paid under that arrangement were $0.16 million for the three months ended June 30, 2026, and $0.30 million for the six months ended June 30, 2026. Included in those amounts are $0.01 million and $0.04 million, respectively, for general information technology services provided to the Company by Provenance Advisors Inc. Executive Separation On June 24, 2026, the Board of Directors approved a Separation Agreement with Robert Winspear, under which his employment as Chief Financial Officer ceased effective the same date. The agreement provided for cash payments to Mr. Winspear or on his behalf of $0.36 million, consisting of severance payment and certain severance related personal income and employment taxes obligations. Additionally, the Company granted an equity award of 20,000 fully vested, restricted shares of common stock subject to a lock-up, with a grant date fair value of $0.33 million. The Company recognized $0.71 million, the full cost of the arrangement in the three months ended June 30, 2026. The 20,000 shares were not issued prior to June 30, 2026, and are excluded from shares outstanding at that date. See Note 8 – Stockholders’ Equity (Deficit).
|
|||||||||||||||||||||||||||||||||||||||||||||