Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS
Commercial Agreements
On June 6, 2023, the Company entered into a services agreement with The Pipeline Group, Inc. (“TPG”). Ken Jisser, a director of the Company, is the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies looking to build a predictable and profitable pipeline. The agreement provides that TPG will assist in providing outsourced sales including business development resources for outbound calling, provide support for automated dialing technology, classify customer data and other sales related services for an initial term of one year. On September 26, 2025 and on April 13, 2026, the Company entered into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration of the services, the Company paid TPG $42,000 per month through June 6, 2026, reduced to $13,500 per month effective June 7, 2026.
Total expense incurred under this contract during the three and six months ended June 30, 2026 was approximately $106,000 and $232,000, respectively. Total expense incurred under this contract during the three and six months ended June 30, 2025 was approximately $210,000 and $420,000, respectively.
On September 30, 2025, the Company entered into a services agreement with TPG. The agreement provides that the Company will provide biometric authentication services to TPG for an initial term of two years, with an annual license fee of $2,500 and monthly minimum fees ramping to $1,000 per month.
Executive Officers
On May 27, 2026 the Company made grants of options to Mr. Rhoniel Daguro to acquire 800,248 shares of common stock, to Mr. Thomas Szoke to acquire 133,000 shares of common stock, to Mr. Ed Sellitto to acquire 132,000 shares of common stock and to Mr. Erick Soto to acquire 15,000 shares of common stock each at an exercise price of $1.24 and exercisable for a period of ten years, vesting over a period of twelve months. The grant of 800,248 options to Mr. Daguro is by way of retention incentive, as to whom the Compensation Committee agreed to grant options to bring his aggregate equity interest up to an amount equal to 6% of the Company’s outstanding stock, after taking into account the shares issued and to be issued under the current financing rounds. Grants were made under the 2024 Equity Incentive Plan (the “2024 Plan”) and 2026 Equity Incentive Plan (the “2026 Plan”). All such grants under the 2026 Plan were subject to approval of the 2026 Plan by the stockholders and such approval was granted at the 2026 Annual Meeting of the Company held on July 6, 2026.
Employment Agreement
Since June 2023, the Company has employed Dale Daguro, the brother of our CEO, Rhon Daguro as a VP Sales. Dale Daguro’s employment is at will and may be terminated at any time, with or without cause. Dale’s compensation is commensurate with other executives employed by the Company at a similar level of seniority and experience. During the three and six months ended June 30, 2026, Dale Daguro earned approximately $55,000 and $109,000 in base salary and sales commission.
April 2026 Debentures Offering
On April 29, 2026, the Company entered into Securities Purchase Agreements with accredited investors pursuant to which it issued Debentures with an aggregate principal amount of approximately $4.2 million (See Note 5). A trust for the benefit of Mr. Garchik’s spouse invested $1,000,000 and received a Debenture for that amount, warrants for 1,000,000 shares and 120,482 shares at a price of $1.245 per share. Mr. Garchik was a director of the Company until July 6, 2026. Mr. Jisser, a director of the Company, invested $250,000 and received a Debenture for that amount, warrants for 250,000 shares and 30,120 shares at a price of $1.245 per share. |