Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions | |
| Related Party Transactions | Note 16 - Related Party Transactions The Company has related party transactions with AMP Solar Group Ltd. (“AMP Solar Group”), which holds a 25% non-controlling interest in AMP UK Holdings, a subsidiary of the Company. AMP Solar Group is part of the broader Amp Energy group of companies. Amp Z is an affiliated platform within the Amp Energy ecosystem and operates under common ownership and/or control with AMP Solar Group. As a result of this relationship, transactions between Grid AI Corp. and Amp Z are considered related party transactions. In connection with the acquisition of Grid AI Corp. on September 30, 2025, the Company assumed deferred consideration liabilities totaling $7.0 million. During the year ended December 31, 2025, the Company made payments totaling $750,000 related to this deferred consideration. As of June 30, 2026, the outstanding balance was $6.25 million. See Note 15. A significant portion of the revenue and cash flow projections utilized in the goodwill impairment analysis related to the acquisition of Grid AI Corp., as described in Note 7, is anticipated to be generated from future commercial arrangements with Amp Z. As of June 30, 2026, the applicable commercial agreements with Amp Z had not been finalized. Accordingly, the timing and amount of revenues and cash flows associated with these arrangements are subject to uncertainty and depend, among other things, on the successful negotiation and execution of definitive agreements and subsequent commercialization. The Company also has obligations to North York and Strategic EP LLC under arrangements predating the Grid AI acquisition. These obligations are non-interest bearing and are included within notes payable, rather than due to related parties, on the condensed consolidated balance sheets. The Company has entered into consulting and service arrangements with certain members of management, including the Chief Executive Officer and Chief Financial Officer, either directly or through affiliated entities. Fees incurred under these arrangements are included in general and administrative expenses, and related unpaid amounts are included within due to related parties, as applicable. As of June 30, 2026, amounts due to related parties were $251,887. The Company’s Chief Financial Officer is compensated only through an affiliated entity. The Chief Financial Officer’s consulting arrangement was previously with Skowron Accounting Professional Corporation and was subsequently transitioned to BPC Consulting Ltd. BPC Consulting Ltd. provides Chief Financial Officer and other consulting and accounting services to the Company. Consulting Agreement and Equity Compensation On December 19, 2025, the Compensation Committee of the Board of Directors approved an Amended and Restated Consulting Agreement between the Company and Access Alternative Group S.A. (the “Consultant”), an entity affiliated with the Company’s Chief Executive Officer, pursuant to which the Consultant provides services to the Company, including services in connection with the duties of the Chief Executive Officer. Under the terms of the Consulting Agreement, the Company agreed to pay the Consultant base compensation of $25,000 per month, retroactive to October 1, 2025, and a quarterly fee of $20,000 payable for each quarter in which the Company remains in compliance with Nasdaq listing requirements. The Consultant is also eligible to receive certain additional compensation, including cash and equity-based compensation upon the achievement of specified milestones. In connection with the Consulting Agreement, the Compensation Committee approved the grant of 1,000,000 restricted stock units (“RSUs”) under the Company’s 2020 Omnibus Equity Incentive Plan. The RSUs vest in equal quarterly installments during 2026, subject to the achievement of certain performance objectives, with accelerated vesting upon certain events, including a change in control or termination without cause. |