RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS
The Company owns Class B non-voting units or 1.2% of Roth Industries, LLC (“Roth Industries”). The Company’s Chairman and CEO is also the founder, Chairman and a significant equity holder of Roth Industries. Mitchell Roth, a member of the Company’s Board of Directors, is also the CEO, President, and a significant equity holder of Roth Industries. Certain of the Company’s other officers and directors are also minority equity owners of Roth Industries. The Company currently accounts for this investment based on ASC 325, Investments – Other, under the cost method. In addition, the Company recognizes licensing fees from Roth Industries for Roth Industries’ licensing use of the Bourbon Brothers brand in grocery products since the Company holds the exclusive license to use the brand. Licensing fee income recognized was $32,500 and $65,000 during the three and six months ended June 30, 2026, respectively. Licensing fee income recognized was $35,000 and $70,000 during the three and six months ended June 30, 2025, respectively. The Company had $302,500 and $237,500 in receivables from Roth Industries as of June 30, 2026 and December 31, 2025, respectively. The amounts received were recorded in other income in the Unaudited Condensed Consolidated Statements of Operations and the amounts receivable included in other receivables as prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets.
The Company invested in Culinova, Inc. (formerly known as Innovate CPG, Inc.) for a total of shares (and paid a total purchase price of $5,261.66) in May 2025. As an equity holder of Roth Industries, the Company was afforded the right to acquire shares of Culinova, Inc. on the same terms as other equity holders of Roth Industries. The Company’s Chairman and CEO is a director of Culinova, Inc., and Mitchell Roth, a director of the Company, is the Chairman and CEO of Culinova, Inc. Certain of the Company’s other officers and directors are also minority equity owners of Culinova, Inc. The Company currently accounts for this investment based on ASC 325, Investments – Other, under the cost method.
On June 26, 2024, the Company purchased the land and building of 13141 BP for a total purchase price of $2,761,000. 13141 BP sold the land and building to a third party on July 18, 2025, at which time the Company determined the disposed component did not meet discontinued-operations criteria and its financial impacts were reported within the normal results of continuing operations (and not segregated below income from continuing ops). The Company’s restaurant operating entity at this location, Notes Eatery, closed as of July 18, 2025.
In 2025 and 2026, the Company entered into several lease, debt and equity transactions with related parties, including a significant shareholder of the Company and the Company’s Chairman and CEO. These include ground lease agreements (refer to Note 5 – Leases for further details), convertible debt agreements (refer to Note 9 – Debt for further details), and an issuance of shares of the Company’s common stock and warrants (refer to Note 10 – Equity for further details).
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