NOTE 8 – OTHER LIABILITIES

Other liabilities consisted of the following:

(in thousands)

As of June 30, 2026, we had $20.7 million in outstanding liabilities due to AXA in connection with our acquisition of Maestro Health on November 1, 2022. Included in the balance is accrued interest of $7.2 million and $5.2 million as of June 30, 2026 and December 31, 2025, respectively.

Our future payments to AXA, which are included in other short-term liabilities and other long-term liabilities on our accompanying unaudited condensed consolidated balance sheet as of June 30, 2026, are as follows:

(in thousands)

On July 16, 2026, we entered into Amendment No. 2 to Purchase Agreement (the “AXA Amendment”) with AXA. The AXA Amendment amends a Membership Interest Purchase Agreement, dated August 4, 2022, as amended on February 7, 2024 (the “AXA Agreement”), executed by and among the Company, XL America Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation and AXA, pursuant to which the Company acquired all the membership interests of Maestro Health, LLC. 

The AXA Amendment provides that the requirement by us to pay AXA an amount equal to thirty five percent of the net proceeds was amended such that from the date of the AXA Amendment through December 31, 2026, such payments will only be required after $5 million in offering proceeds are received by us.

The AXA Amendment also provides that the Company shall make minimum annual payments of not less than $0, $1.0 million, $5.0 million and approximately $22.3 million during the years ending December 31, 2026, 2027, 2028 and 2029, respectively. In addition, the Company agreed not to incur additional indebtedness other than its currently outstanding indebtedness.

Subsequent to June 30, 2026, on July 29, 2026, we entered into a securities purchase agreement for the issuance and sale of 12,100 shares of newly designated Series A Preferred Stock for aggregate gross proceeds of $12.1 million. As a result of the Offering and pursuant to the terms of the AXA Amendment, approximately $2.45 million became payable to AXA based on the applicable net offering proceeds. Accordingly, approximately $2.45 million of the AXA liability is reflected as a current liability, with the remaining balance reflected as a non-current liability in the accompanying unaudited condensed consolidated balance sheet.

On June 15, 2026, the Company entered into a second amendment to a certain client services agreement with a vendor. Under such amendment, the vendor paid an advance to the Company in the amount of $2.0 million against future contractual remittance amounts. The advance is recouped through amounts retained by the vendor during the 12-month period following the applicable implementation date. Any amount not recouped during that period is payable in cash, and the remaining unpaid balance becomes immediately due upon termination of the agreement. Past-due amounts bear a monthly charge of 1.5%. The Company recorded the proceeds as a vendor financing advance liability. The liability is reduced as applications against principal are confirmed through contractual invoices and reconciliations. As of June 30, 2026, the outstanding vendor financing advance was $2.0 million and was classified as a current liability within the accompanying unaudited condensed consolidated balance sheet.