Related party transactions |
12 Months Ended |
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Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related party transactions | Note 8 – Related party transactions
The Company follows ASC 850, Related Party Disclosures, in identifying related parties and disclosing related party transactions. For the fiscal years ended June 30, 2026 and 2025, the Company’s related parties consisted of Steve Hall, a holder of more than 10% of the Company’s outstanding common stock during the periods in which the transactions described below were entered into; HH, the Company’s controlling stockholder which became a related party on April 1, 2026 by virtue of its beneficial ownership of approximately 68% of the common stock under Rule 13d-3(d)(1)(i) from the moment the Convertible Note was issued (immediately convertible), its right under the Investor Rights Agreement to designate four of the Company’s five directors and the appointment of two of its members as executive officers, and which obtained a controlling financial interest on June 11, 2026; MCIMAC, LLC, the manager of HH, of which Martin Sumichrast, the Chairman of the Board, is the manager and which, together with David Wachsman, the Company’s President, and Q. Byron Hamlett, the Company’s Chief Financial Officer, holds membership interests in HH; the Company’s current and former executive officers and directors; and, Rift Cyber LLC, an equity-method investee over which the Company exercises significant influence. All related party transactions are recorded at the amounts agreed between the parties, which may not be the terms that would have been obtained from unrelated third parties.
Transactions with Steve Hall
Funding received from Mr. Hall under the Existing Hall Note during the year ended June 30, 2026 was $125,831 and related-party interest of $206,540 are described in Note 7, Debt.
On April 1, 2026, Mr. Hall subscribed for shares of Series A Convertible Preferred Stock for cash proceeds of $200,000. On June 3, 2026 those shares converted into shares of common stock. See Note 9, Stockholders’ equity.
On May 7, 2026, Mr. Hall subscribed for shares of common stock at $0.12 per share. The $27,463 subscription price was settled by offset of an outstanding payable to Mr. Hall. The issuance was recorded at the $27,463 carrying amount of the payable (par of $23 and additional paid-in capital of $27,440).
Transactions with Hawkeye Holdco LLC
The Note Purchase Agreement, Convertible Note, Investor Rights Agreement, conversion of the Convertible Note, sale of the HH Warrant for $2,218,786 and cashless exercise of the HH Warrant are described in Notes 1, Description of business, 7, Debt, and 9, Stockholders’ equity. Those transactions were approved by the Board of Directors.
Transactions with officers and directors
On January 1, 2026 the Company issued shares of common stock valued at $60,000 to former Chief Financial Officer Christopher Mulgrew ( shares effective October 1, 2025 and shares effective December 3, 2025) and shares of common stock valued at $50,000 to former Chief Executive Officer and current director Corby Marshall (effective October 1, 2025), in each case to settle accounts payable. The $110,000 aggregate carrying amount of the payables settled is the amount recorded in equity.
Neither Mr. Wachsman nor Mr. Hamlett received cash compensation from the Company during the year ended June 30, 2026. Neither was party to an employment agreement with the Company during fiscal 2026. Offer letters executed September 1, 2026 are described in Note 14, Subsequent events.
Accounts payable — related party
Accounts payable and accrued liabilities — related party were $0 and $110,000 as of June 30, 2026 and 2025, respectively. The fiscal 2025 balance was settled by the share issuances described above.
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