v3.26.1
Related Party Transactions
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions
17.Related Party Transactions

 

Related parties consist of the following individuals and corporations:

 

  Braeden Lichti, Non-executive, Non-employee Chairman

 

  Jordan Plews, Former Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned January 16, 2025)

 

  Graydon Bensler, Non-employee CFO, CEO and Director

 

  Jeffrey Parry, Director (appointed June 1, 2023)

 

  Julie Daley, Director (appointed June 1, 2023)

 

  George Kovalyov, Director (appointed March 1, 2024)

 

  GB Capital Ltd., controlled by Graydon Bensler

 

  JP Bio Consulting LLC, controlled by Jordan Plews

 

  BWL Investments Ltd., controlled by Braeden Lichti

 

  NorthStrive Companies Inc., controlled by Braeden Lichti

 

  Mystic Marine Advisors, controlled by Jeffrey Parry

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10% control.

 

Remuneration attributed to key management personnel are summarized as follows:

 

   Three
months
ended
June 30,
2026
   Three
months
ended
June 30,
2025
   Six
months
ended
June 30,
2026
   Six
months
ended
June 30,
2025
 
Consulting fees  $175,200   $147,700   $352,800   $295,400 
Management fees   99,091    
-
    182,199    
-
 
Director fees   41,640    83,290    83,280    83,290 
Bonus   1,050,000    
-
    2,082,415    300,000 
Salaries   
-
    
-
    
-
    26,228 
Share-based compensation   174,545    15,842    182,761    36,616 
   $1,540,476   $246,832   $2,883,455   $741,533 

 

During the six months ended June 30, 2026:

 

The Company incurred consulting fees and contracted performance bonuses of $1,165,957 (June 30, 2025 - $281,000) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director.

 

The Company incurred consulting fees and contracted performance bonuses of $1,269,257 (June 30, 2025 - $314,400) to NorthStrive Companies Inc., a company controlled by the Company’s Chairman and former President.

 

The Company incurred director’s fees of $27,750 (June 30, 2025 – $27,750) to George Kovalyov, a director of the Company.

 

The Company incurred director’s fees of $27,780 (June 30, 2025 – $27,790) to Julie Daley, a director of the Company.

 

During the six months ended June 30, 2026, the Company reimbursed health insurance costs, for the benefit of Graydon Bensler, of $14,110 (June 30, 2025 - $nil) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director. In addition, the Company incurred housing costs, for the benefit of Graydon Bensler, of $47,767 (June 30, 2025 - $nil).

The Company incurred director’s fees of $27,750 (June 30, 2025 – $27,750) to Mystic Marine Advisors, LLC, a company owned and controlled by Jeffrey Parry, a director of the Company.

 

The Company incurred management fees of $78,788 (June 30, 2025 - $nil) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director, under a Secondment Agreement for management services.

 

The Company incurred management fees of $103,411 (June 30, 2025 - $nil) to NorthStrive Companies Inc., a company controlled by the Company’s Chairman and former President, under a Secondment Agreement for management services.

 

Jordan Plews, Former Director and former CEO of Skincare and BioSciences, earned a salary of $nil and $26,228 respectively during the six months ended June 30, 2026 and 2025.

 

During the six months ended June 30, 2026, the Company granted 1,125,692 stock options under the 2025 Equity Incentive Plan, all of which were granted to related parties, being five directors and officers of the Company. The options were granted on June 1, 2026, have an exercise price of $1.77 per share and a five-year term expiring June 1, 2031, and vest monthly in 36 equal tranches commencing June 1, 2026. The aggregate grant date fair value of these options was $1,520,085, determined using the Black-Scholes option pricing model, of which $168,268 was recognized as share-based compensation expense during the six months ended June 30, 2026.

 

Details of the fair value, as calculated on the grant date, to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2026, and 2025 are as follows:

 

   Six Months
Ended
June 30,
2026
   Six Months
Ended
June 30,
2025
   Grant date
fair value
 
Braeden Lichti, Non-executive Chairman  $67,307   $11   $659,029 
Graydon Bensler, CEO, CFO and Director   67,307    11    659,029 
Jordan Plews, Former Director and former CEO of Skincare and BioSciences2   
-
    11    50,995 
Jeffrey Parry, Director   13,145    6,428    209,008 
Julie Daley, Director   19,424    19,592    311,584 
George Kovalyov, Director   15,578    10,562    121,243 
   $182,761   $36,616   $2,010,888 

 

As of June 30, 2026 and December 31, 2025, the Company had $861,254 and $642,925, respectively due to companies controlled by Braeden Lichti, of which $861,254 and $642,925 respectively is unsecured, non-interest bearing and are due on demand.

 

As of June 30, 2026, the Company had $849,630 (December 31, 2025 - $342,077) due to GB Capital Ltd. controlled by Graydon Bensler, CEO, CFO and Director.

As of June 30, 2026, the Company recorded accrued director fees payable to related parties of $46,640, including $13,890 payable to Julie Daley (December 31, 2025- $13,890), $18,875 (December 31, 2025- $18,875) payable to George Kovalyov and $13,875 payable to Mystic Marine Advisors LLC controlled by Jeffrey Parry. These balances are unsecured, non-interest bearing, and due on demand.

 

These amounts are unsecured, non-interest bearing and are due on demand.