Related-Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related-Party Transactions |
Note 14 – Related-Party Transactions The Company has entered into the following transactions with related parties. Amounts are as of, and for the periods ended, June 30, 2026 and December 31, 2025 (balance sheet) or June 30, 2026 and 2025 (results of operations), as applicable. Due from related parties - co-founder advances The Company’s co-founder received various advances from the Company. In January 2022, the Company entered into a loan agreement with the founder under which the outstanding balance accrued interest at 1.6% per annum. Interest earned on the advances was not material in any period presented. The net amount due from the founder was $0 and $1,389,996 as of June 30, 2026 and December 31, 2025, respectively. The advances were settled in March 2026 through the repurchase of 155,375 shares of Common Stock from the co-founder, at a price of $8.97 per share based on the Company’s most recent Regulation Crowdfunding sales price, resulting in treasury stock of $1,393,713. No amounts were outstanding at June 30, 2026. AFTERDREAM, Inc. - services, De Soi secured borrowing and repurchase obligation AFTERDREAM, Inc. (“Afterdream”) is a related party because its majority owner is the Company’s Chief Executive Officer. The Company previously provided certain operational and administrative services to Afterdream and discontinued those services in connection with its pursuit of a public listing, due to regulatory considerations associated with Nasdaq listing requirements relating to businesses operating in the hemp-derived cannabinoid space. In connection with the termination and settlement of those services, during 2025 the Company transferred its units of AMASS De Soi Holdings LLC to Afterdream in exchange for $400,000 in cash and entered into a related repurchase obligation, accounted for as a secured borrowing. In June 2026, the collateral was released and the repurchase obligation was extinguished; the obligation was $0 and $400,000 as of June 30, 2026 and December 31, 2025, respectively . See Note 6 for a further description of these transactions . AFTERDREAM, Inc. - Simple Agreement for Future Equity On June 16, 2026, the Company entered into a Simple Agreement for Future Equity with Afterdream, as subsequently amended. As of June 30, 2026, the funded purchase amount and carrying value of the Afterdream SAFE investment was $1,735,000. See Note 6 for a further description . Zerra Nutrition, Inc. (“HpO”) HpO is a related party because it is controlled by Geoff McFarlane, who is the majority owner and President of Resonant, an entity the Company consolidates as a variable interest entity. The carrying value of the Company’s investment in HpO, formalized in June 2026 as a Simple Agreement for Future Equity, was $153,331 and $78,463 as of June 30, 2026 and December 31, 2025, respectively. See Note 6 for a further description . Mezzanine Secured Notes - related-party holder One of the three Mezzanine Secured Notes was held by a related party; the related-party principal balance ( $97,854 at December 31, 2025) was repaid in full in March 2026, and none of the accrued interest was due to a related party at either date. See Note 9 for a further description of the Mezzanine Secured Notes . Promissory note - greater-than-5% shareholder In January 2025, the Company issued a promissory note with a principal balance of $1,000,000 to a shareholder holding greater than 5% of the Company’s outstanding stock. The note was exchanged for a convertible promissory note in February 2026 and, upon the consummation of the Direct Listing on May 20, 2026, converted into shares of Common Stock. The outstanding balance was $0 and $1,000,000 as of June 30, 2026 and December 31, 2025, respectively. See Notes 9 and 10 for a further description of these transactions . Convertible notes issued to related parties Of the $2,766,316 aggregate principal amount of Convertible Notes issued from November 2025 through March 2026, $1,822,415 was issued to related parties, including $1,000,000 to MVL Inc. (f/k/a Alchemi Project Inc.). Accrued interest due to related parties was $32,838 at March 31, 2026. Upon the consummation of the Direct Listing on May 20, 2026, all Convertible Notes, including those held by related parties, automatically converted into shares of Common Stock at a price equal to 80% of the price paid by new investors in the qualified financing. No Convertible Notes were outstanding at June 30, 2026. See Notes 10 and 12. Equity transactions with related parties During the three months ended March 31, 2026, 362,653 shares of Series B-1 Preferred Stock were issued upon the exercise of warrants by related parties for aggregate proceeds of $378,000. Those shares converted into Common Stock upon the Direct Listing together with all other outstanding preferred stock. See Note 12. Resonant Subholdings Inc. Resonant is consolidated by the Company as a variable interest entity. Its majority owner and President, Geoff McFarlane, also controls HpO, and Resonant is a party to the Secured Promissory Note amendments described in Note 9. |