v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 7 – Commitments and Contingencies

 

Legal Matters

 

In the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to, among other things, intellectual property, commercial arrangements, employment, and regulatory matters. While the outcome of these proceedings and claims cannot be predicted with certainty, as of June 30, 2026, we were not party to any material legal or arbitration proceedings. No governmental proceedings are pending or, to our knowledge, contemplated against us.

 

Office Lease

 

On May 1, 2021, the Company entered into a 61-month operating lease for office space for a base rent of $3,783 subject to a 3% yearly escalation. The lease terminated on May 30, 2026.

 

On June 1, 2026, the Company commenced a new operating lease for office space with a term of 76 months. This lease provides for an initial monthly base rent of $3,650 subject to a 3% yearly escalation.

 

As of June 30, the Company’s operating lease right-of-use asset, net (ROU) is $219,864 and the total lease liability is $220,607 based on an incremental borrowing rate of 8%.

 

   June 30, 
   2026 
Operating lease right-of-use asset (“ROU”) is summarized below:     
Office lease ROU  $222,796 
Less accumulated reduction   (2,932)
Balance of ROU, net  $219,864 
      
Operating lease liability related to the ROU asset is summarized below:     
Office lease liability  $219,146 
Change in lease liability   1,461 
Total  $220,607 

 

 

Future minimum lease liability payments under the non-cancellable operating lease at June 30, 2026 is as follows:

 

      
2026   10,950 
2027   44,567 
2028   45,906 
2029   47,281 
2030   48,693 
2031   50,150 
2032   38,579 
Total lease payments   286,126 
Less: imputed interest   (65,519)
Total lease liabilities  $220,607 
      
Current operating lease liabilities   15,539 
Non-current operating lease liabilities   205,068 
Total lease liabilities  $220,607 

 

Consulting Agreements

 

On December 15, 2024, the Company entered into a 36-month strategic services agreement with Dominant Treasure Health Company Limited to support product development and distribution in Southeast Asia for a $2.3 million fee, plus a 5% success fee on certain distribution-related payments. The $2.3 million fee is being expensed over the agreement term. For each of the six months ended June 30, 2026 and 2025, the Company recognized $380,183 of related consulting expense.

 

Licensing and Royalty Agreements - Aquanova AG

 

On September 13, 2016, the Company entered into a license agreement with Aquanova AG granting the Company exclusive worldwide rights to develop, manufacture and commercialize JOTROL™ and related products. The agreement provides for annual license fees of $75,000 until marketing approval, milestone payments of $200,000 per approved territory, up to $600,000, and royalties of 5% of net sales, subject to an option to reduce the royalty to 1.25% in exchange for a $3.0 million payment following U.S. marketing approval. No marketing approval had been received as of June 30, 2026. Accrued license fees were $37,500 and $0 as of June 30, 2026 and December 31, 2025, respectively.

 

 

As of June 30, 2026 and December 31, 2025, $37,500 and $0 of accrued license fees are included in accounts payable and accrued expenses on the balance sheet, respectively.