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Related Party Transactions
12 Months Ended
Jun. 30, 2026
Related Party Transactions  
Related Party Transactions

Note 11. Related Party Transactions

 

In March 2025, Allan Marshall purchased 125,000 shares of Series A preferred shares from the Company at a per share price of $2.60 per preferred share. This purchase was settled through the cancellation of a $400,000 related party advance. There are no advances due to Allan Marshall at June 30, 2026 and 2025.

 

On April 1, 2024, the Company entered into a lease agreement with MFA 2510 Merchant LLC, which is owned by our CEO, Allan Marshall. The lease is for approximately 10,000 square feet of warehouse and office space, located in Odessa, Florida for $20,060 per month. The initial term of the lease is five years. The Company is responsible for real estate taxes, utilities, and repairs under the terms of certain of the operating leases and accounted for as non-lease components and not part of what we include in ROU assets. The Company spent $611,768 in leasehold improvements to prepare the facility for product manufacturing, which will be amortized over the five-year lease term. Product manufacturing was at full capacity and fully moved from the Nevada facility as of August 1, 2024. During the years ended June 30, 2026 and 2025, the Company recognized lease expense related to this lease of $186,536 and $320,050, respectively. As a result of the Company’s course of action to terminate the CBD gummy and other operations, a loss on disposal of leasehold improvements of approximately $477,000 was recorded during the year ended June 30, 2026. No such loss was recognized during the year ended June 30, 2025. As of June 30, 2026, the Company no longer leases this facility or has obligations related to this facility.

 

On June 13, 2024, the Company entered into a Stock Purchase Agreement pursuant to which the Company sold one hundred percent (100%) of the issued and outstanding equity of its wholly owned subsidiary VitaMedica, Inc. to three investors (the “Buyers”). One of the minority interest Buyers is Allan Marshall, the Company’s CEO. The purchase price for the stock was $6,000,000, subject to certain customary post-closing adjustments. The proceeds of the transaction were used for working capital, the reduction of debt and the reduction of other liabilities. At June 30, 2026, there was no outstanding purchase price receivable related to the transaction. At June 30, 2025, the outstanding purchase price receivable was $2,000,000.

 

The above related party transactions are not necessarily indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent parties.