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

NOTE 13 – RELATED-PARTY TRANSACTIONS

 

On February 5, 2025, the Company announced the pricing of a reasonable best efforts public offering (the “Offering”), with participation from a member of the Company’s board of directors and a single institutional investor, for the purchase and sale of (i) 15,000 shares of common stock, (ii) 112,500 February 2025 Pre-funded Warrants; and (iii) common warrants to purchase up to 127,551 shares of common stock (the “February 2025 Common Warrants”), at a combined public offering price of $39.20 per share and Warrant (See Note 8).

 

The following table summarizes the pre-funded warrants and February 2025 Common Warrants sold to our related party:

 

Purchasers  Pre-Funded
Warrants
Purchased		   Total
Purchase
Price		   February 2025
Common
Warrants
Issued		 
Atwood-Edminster Trust dtd 4-2-2000 and GVN, LLC (1)   25,510   $999,992    25,510 

 

(1)Brian G. Atwood served as Chairman and Chief Executive Officer of the Company from February 2024 to September 2024, and previously served as Chairman of PBAX until the closing of the Business Combination in February 2024. Mr. Atwood is currently a member of the board of directors of the Company and serves as a trustee of Atwood-Edminster Trust dtd 4-2-2000. GVN, LLC, is a limited liability company of which the sole member is the Atwood-Edminster Trust dtd 4-2-2000, and of which Brian G. Atwood and Lynne H. Edminster are the managers.

 

On April 22, 2025, pursuant to the Fourth Securities Purchase Agreement, the Company issued and sold, and the investors purchased, in a private placement (the “Fourth PIPE Financing”), 6,250 shares of the Series D Preferred Stock to investors in exchange for the receipt of 1,000,279 shares of the Stella Series D Preferred Stock in lieu of cash, in which a portion of the Stella Series D Preferred Stock was owned by a related party investor. The investor is a majority shareholder of Stella Diagnostics, Inc. and has representation on the board of directors thereof. The related shares of the Stella Series D Preferred Stock were resold to the related party investor in the three months ended September 30, 2025.

 

During the three months ended June 30, 2026 and 2025, the Company incurred consulting fees of $55,000 and $81,500 to members of the Company’s board of directors, respectively. During the six months ended June 30, 2026 and 2025, the Company incurred consulting fees of $110,000 and $135,000 to members of the Company’s board of directors, respectively.