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COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 8- COMMITMENTS AND CONTINGENCIES

 

Other than as described below and elsewhere in these notes, the Company had no material commitments as of June 30, 2026.

 

IBM Parties

 

Under the Services Agreement and SoW 1 with the IBM Parties (as defined in Note 4) relating to the development of the Company’s digital platform and App, the Company agreed to make scheduled payments totaling approximately $2.1 million, of which $1,367,548 had been paid as of June 30, 2026, leaving approximately $767,000 of scheduled payments remaining. The total estimated cost of the digital platform is approximately $2,700,000.

 

Executive Employment Agreement

 

Under the Executive Employment Agreement with the Company’s Chief Executive Officer, effective March 1, 2026, the Company is obligated to pay an annual base salary of $240,000, subject to automatic annual increases of 10%, and a one-time sign-on bonus of $250,000, which remained unpaid and included in accounts payable and accrued expenses at June 30, 2026. The Company also granted the Chief Executive Officer 300,000 restricted stock units (see Note 7).

 

License and Brand Agreements

 

The Company is party to a fifteen-year Name and Likeness License Agreement with Darren Cahill (see Note 5) and, effective June 18, 2026, a fifteen-year Name and Likeness License Agreement with AKA Licenses, LLC, a related party, under which the Company is obligated to pay a one-time fee of $250,000 on the earlier of the date the Company raises more than an aggregate of $3,000,000 in additional funding and December 18, 2026. The Company is also party to a five-year Brand Partner Agreement with Stefanie Graf (see Note 6) and a Collaboration and Licensing Agreement with JOOLA.

 

 

Other Commitments

 

Under the USTA Agreement (see Note 9), the Company agreed to provide a fixed number of complimentary subscriptions to its App, discounted yearly subscriptions to USTA members and coaches, and a fixed percentage of certain net revenues generated through the App during the agreement’s three-year term. The Company has agreed to make payments of $25,000 and $50,000 per year under its agreements with Delphi, and pays $6,000 per month under an investor relations letter agreement. In connection with the Trademark Purchase Agreement (see Note 5), the Company agreed to furnish the sellers an aggregate of six VIP tickets to all World Series of Pickleball events during each seller’s lifetime.

 

Registration Payment Arrangements

 

Under the Registration Rights Agreement entered into in July 2026 (see Note 9), the Company may be required to issue additional shares of common stock equal to five percent (5%) of the shares sold to the applicable investors, as liquidated damages and not as a penalty, if specified registration deadlines are not met (see Note 2).