Related-Party Transactions |
6 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related-Party Transactions | Related-Party Transactions From time to time, the Company enters into transactions with its affiliates that are considered to be related-party transactions. As of June 30, 2026 and December 31, 2025, the balances with such affiliates were included in the accompanying unaudited condensed consolidated balance sheets as due from related parties. FAVO Holdings, LLC The Company was party to a management agreement with FAVO Holdings LLC ("FAVO Holdings"), a related party, pursuant to which FAVO Holdings provided consulting services for a monthly fee of $85 thousand (the "Management Agreement"). Pursuant to the Management Agreement, services were provided by Vincent Napolitano through 426 Consulting LLC and Shaun Quin through Quin Management LLC. The services include operational review and improvement, policy implementation, organizational analysis, introductions relating to potential mergers, acquisitions and other strategic transactions, assistance with debt and equity financings, staff training, and performance monitoring. The consulting fees pursuant to the Management Agreement were $140 thousand and $255 thousand, for the three months ended June 30,2026 and 2025, respectively, and $395 thousand and $510 thousand, for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there were no outstanding consulting fees. Leadership Transition During the quarter ended June 30, 2026, the Company's Board of Directors approved certain leadership transitions and related governance changes and terminated the aforementioned Management Agreement. In connection with the Leadership transition, Mr. Napolitano ceased serving as Chairman of the Board and Chief Executive Officer and the Board appointed Mr. Glen Steward as Chairman the Board and Mr. Shaun Quin as Chief Executive Officer. The Company entered into a transition and separation agreement (the "TSA Agreement") with Mr. Napolitano, pursuant to which Mr. Napolitano’s employment and consulting relationships with the Company were terminated, and he transitioned to the honorary role of Chairman Emeritus. The TSA Agreement provides for an unpaid consulting role relating to investor relations and potential investment-banking relationships, with reimbursement of reasonable out-of-pocket expenses and provides for certain transition compensation, medical insurance reimbursements, and a car allowance through May 31, 2028. The total fees incurred pursuant to the TSA Agreement were $15 thousand during the quarter ended June 30, 2026, all of which are due and payable as of June 30, 2026 and are reflected in due to related party, current in the accompanying unaudited condensed consolidated balance sheets. In connection with the leadership transition, Mr. Quin ceased providing services through Quin Management LLC and entered into a compensation package, as a full time employee of the Company, as approved by the Board of Directors. FAVO Holdings is owned 65% by Mr. Napolitano, Chairman Emeritus and former Chief Executive Officer of the Company, and 35% by Mr. Quin, Chief Executive Officer and a director of the Company. FAVO Group Promissory Note In connection with the acquisition of the FAVO Group in 2023, the Company issued a promissory note to FAVO Holdings with an original aggregate principal amount totaling $4.7 million, which bore interest at a rate of 6% per annum and matured on May 31, 2026 (the "FAVO Group Note"). On August 5, 2026, the Company and FAVO Holdings signed an amendment that would extend the maturity date of the FAVO Group Note from May 31, 2026 to September 1, 2026 and increase the interest rate from 6% to 10%, effective June 1, 2026. The amendment was approved by the board on August 3, 2026 and the Company accrued interest beginning June 1, 2026 at the proposed 10% rate based on management’s expectation that the amendment would be executed as proposed. As of June 30, 2026 and December 31, 2025,the aggregate principal amount outstanding was $1.6 million. The Company recognized interest expenses of $29 thousand and $28 thousand, for the three months ended June 30,2026 and 2025, respectively, and $53 thousand and $64 thousand, for the six months ended June 30, 2026 and 2025, respectively, which reflects interest at 6.0% through May 31, 2026 and at the proposed 10.0% rate beginning June 1, 2026. Stewards Investment Capital Limited In July 2023, the Company issued 15,000,000 shares of common stock to Stewards Investment Capital Limited to serve on the advisory board for a period of 3 years term as per the advisory board agreement. The Company recorded the issuance of shares as stock subscription receivable, as services are not yet rendered and amortizing the same over the 3-year term. During the three months ended June 30, 2026 and 2025, the Company amortized $208 thousand and $313 thousand, respectively, and for the six months ended June 30, 2026 and 2025, amortized $521 thousand and $625 thousand, respectively, from stock subscription receivable. Stewards Investment Capital Limited also received cash compensation for advisory services of $60 thousand and $52 thousand during the three months ended June 30, 2026 and 2025, respectively, and $120 thousand and $105 thousand, during the six months ended June 30, 2026 and 2025, respectively. Stewards Investment Capital is owned by Glen Steward, Chairman of the Board of the Company. Stewards International Funds PCC In September 2025, the Company entered into a loan agreement (the "Loan Agreement") with Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund) (“Lender”) to issue up to $50.0 million of unsecured, unsubordinated notes (each $100 thousand face value), fundable between September 1, 2025 and August 31, 2026 (the “Closing date”). Notes bear fixed interest at 8.0% per annum on amounts funded, with the first interest payment due September 1, 2026 and subsequent quarterly payments beginning October 1, 2026. The maturity date is August 31, 2030, with a Company option to request up to a six-month extension (if approved by the Lender) subject to an additional 1% per month fee on the Actual Principal Amount during the extension. The notes are unsecured and unsubordinated. As of June 30, 2026 and December 31, 2025, the Company had drawn $9.9 million and $3.0 million, respectively, under the facility. As of June 30, 2026 and December 31, 2025, the Company had accrued interest of $281,770 and $9,863, respectively, under the facility. In connection with the Loan Agreement, the Company will issue to Stewards, within one month after the Closing date, one warrant to purchase the Company’s common stock (“Debt Facility Warrants”) for every $0.76 of Actual Principal Amount advanced, exercisable at $0.76 per share after the later of the maturity date or a liquidity event, for three years thereafter, with customary anti-dilution protections and a right to fund exercise using the Actual Principal Amount. In October 2025, the Loan Agreement was amended to increase the aggregate principal amount authorized under the unsecured, unsubordinated debt note facility from $50.0 million to $100.0 million, with corresponding adjustments to the number of notes and associated warrants to purchase up to 131,578,947 shares of the Company’s common stock at an exercise price of $0.76 per share. In December 2025, the Company further amended the Loan Agreement to expand the permitted uses of proceeds to include acquisitions of companies and assets, in addition to refinancing existing indebtedness and funding general corporate and operational needs. Additionally, in December 2025, the Company executed Amendment No. 3 to the Loan Agreement, which modified the transfer and registration provisions to require that the notes be issued and maintained in registered form, established a formal note register, and clarified transfer restrictions and replacement obligations to ensure compliance with applicable U.S. federal tax requirements. As of June 30, 2026 and December 31, 2025, the outstanding debt from this Loan Agreement amounted to $9.9 million and $3.0 million, respectively. The Stewards International Funds PCC (on behalf of the Stewards Private Credit Fund) is owned by Glen Steward, Chairman of the Board of the Company. ForFront Capital LLC In August 2025, Glen Steward, a then employee of the Company, a current Chairman of the Board of the Company and a director of Forfront Capital LLC, made a $700 thousand investment in Block 40, an entity wholly owned by the Company, as part of the EB-5 investment program associated with that project. The investment was recorded as mezzanine equity in the financial statements of Block 40 as of September 30, 2025. The transaction was conducted on terms consistent with those offered to other EB-5 investors participating in the program. Variable Interest Entity Effective August 1, 2025, the Company transferred its 100% interest in FC Sub Fund LLC (the “VIE”) to Forfront Capital LLC for a consideration of $1. The VIE was not previously consolidated by the Company, as the Company was not the primary beneficiary of the VIE. The Company is continuing its involvement with the entity in the form of a 2% management fee arrangement for managing the VIE’s assets. Management fees earned were $5 thousand and $17 thousand, respectively, during the three and six months ended June 30, 2026, respectively.
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