v3.26.1
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2026
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS

On December 1, 2023, the Company entered into a consulting agreement with Biodesix, Inc. (the “Biodesix Agreement”) to assist with our micro RNA (“miRNA”) product pipeline. Jack Schuler, a beneficial owner of more than 5% of the Company’s stock, is also a beneficial owner of more than 10% of the stock of Biodesix, Inc. Since the inception of the Biodesix Agreement, the Company has recorded $125,000 in costs under the Biodesix Agreement as research and development expense in our consolidated financial statement of operations. As of June 30, 2026, the Company had no current liabilities recorded on its unaudited condensed consolidated balance sheet for Biodesix.

On March 5, 2025, the Company entered into the March 2025 Private Placement Offering with the Purchasers for the issuance and sale of Convertible Notes. The Convertible Notes, including interest accrued, were converted into units consisting of one share of common stock and 2.25 warrants on March 12, 2025.

The Purchasers are entitled to nominate three representatives on the Company’s board of directors until the earlier of (i) both (a) three (3) years from the date of the Amendment and (b) one (1) year after the common stock of the Company has been listed on a national securities exchange, or (ii) the date on which the Purchasers, on an aggregate basis, hold less than fifty percent (50%) of the Amended March 2025 Warrants. Two of the three board members have been appointed. On April 2, 2025, the Board of Directors (the “Board”) of the Company appointed Jeffrey Cohen, M.D. as a director of the Company. The Board appointed John Fraser as Director of the Company on April 6, 2025.