Note 17 - Related Parties |
9 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Notes to Financial Statements | |
| Related Party Transactions Disclosure [Text Block] |
(17) RELATED PARTIES
Prior to the quarter ended June 30, 2026, ETS Limited was the beneficial owner of 4,706,579 shares of the Company's Common Stock (the “Track Group Shares”), held by ADS Securities LLC (“ADS”) under an agreement dated September 28, 2017, pursuant to which ADS transferred all the Track Group Shares to ETS Limited in exchange for all the outstanding shares of ETS Limited. A former Director of ETS Limited was elected to the Company's Board of Directors (the “Board”) on February 7, 2018 and served on the Board until his resignation on June 6, 2025.
On April 30, 2026, pursuant to a Stock Purchase Agreement (the “SPA”) by and between ETS Limited and JCP Investment Partnership, LP, a Delaware limited partnership, and JCP Investment Management, LLC, a Delaware limited liability company (collectively, “JCP”), and CRC Founders Fund LP, a Delaware limited partnership (“CRC”; each of JCP and CRC is referred to herein as a “Investor” and collectively as “Investors”), ETS limited sold the Track Group Shares to JCP and CRC. As of June 30, 2026, ETS Limited held shares of the Company’s Common Stock.
Pursuant to the SPA, JCP and CRC acquired 2,353,289 and 2,353,290 of the Track Group Shares, respectively. James Pappas is the managing member of JCP. Denver Smith, Chairman of the Board of the Company, is the managing member of the general partner of CRC.
On April 30, 2026, the Company, entered into Securities Purchase Agreements (the “Purchase Agreement”) with JCP and CRC, for the private placement of (i) 29,471,429 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) (the “PIPE Shares”) at a price per PIPE Share of $0.35, and (ii) 750,000 warrants to purchase shares of Common Stock (the “PIPE Warrants”), for aggregate gross proceeds of approximately $10,315,000.
The PIPE Warrants are exercisable immediately, expire ten years from the date of issuance, and have an initial exercise price of $0.35 per share, subject to adjustment in the event of any Dilutive Issuance (as defined in the Warrant), or any stock splits, stock dividends, recapitalizations, and similar events.
Prior to the quarter ended June 30, 2026, Conrent was the beneficial owner of 1,446,447 shares of the Company’s Common Stock. The Company had an unsecured loan with Conrent as of March 31, 2026 consisting of the Conrent Debt. On April 30, 2026, the Company and Conrent entered into the Payoff Agreement, which Payoff Agreement terminated and canceled the Conrent Debt in full. See Note 18. |