Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions |
Note 15 - Related Party Transactions
Related parties include entities under common ownership or control with the Company, as well as entities owned, in whole or in part, by the Company’s management, company officers, members of the board of directors, or significant stockholders.
The Company had entered into SAFE agreements with Charles Maddox, the Chief Financial Officer and a stockholder, for proceeds totaling $28,833. On June 18, 2025, in connection with the Business Combination, these SAFE agreements converted into 2,156 (Pre-split) Common Stock shares of the Company.
Pope Technologies LLC is owned by a former member of the Company’s Board of Directors who resigned in March 2026 and, accordingly, was considered a related party during the three and six months ended June 30, 2026. In August 2024, the Company entered into a $1,500,000 purchase order with Pope Technologies LLC for certain products, hardware, installation, programming, subscription, and training services. As of December 31, 2024, $750,000 had been received and recorded as deferred revenue in the accompanying condensed consolidated balance sheets. During the year ended December 31, 2025, the Company delivered the products and recognized $750,000 of revenue from the deferred revenue balance. For the three and six months ended June 30, 2026 and 2025, revenue was recognized from Pope Technologies LLC. As of June 30, 2026 and December 31, 2025, the Company had an accounts receivable balance of $0 and $78,412, respectively, from Pope Technologies LLC.
Effective January 1, 2022, the Company entered into a customer agreement with PRB Transportation, LLC, a related party owned in part by Charles Maddox, the Company’s Chief Financial Officer and a stockholder, and Jeff Andersen, a stockholder. The Company recognized revenue of $4,898 and $4,254 for the three months ended June 30, 2026 and 2025, respectively, and $9,554 and $8,592 for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company had accounts receivable balances of $1,630 and $2,928, respectively, from PRB Transportation, LLC.
Beginning on March 1, 2024, the Company began subleasing an office space in Campo Alegre Manati, Puerto Rico from Enzymatic Holdings Corp. The term of this sublease was for one year and the rent was $1,167 per month, plus a one-third share of the cost of utilities. Enzymatic Holdings Corp., LLC is owned, in part, by certain stockholders of the Company. This lease terminated on February 28, 2025, and was not renewed.
Beginning on August 1, 2024, the Company began subleasing an office/warehouse space in Las Vegas, Nevada from Pope Technologies LLC. The term of this sublease is for one year and the rent is $1,280 per month. Pope Technologies LLC is owned by a former director of the Company. In September 2025, the Company paid a one-time fee of $13,610 to terminate the lease. The lease was terminated as of September 30, 2025. Beginning October 1, 2025, the Company entered into a month-to-month lease for the same location at a monthly lease of $5,813. This lease was terminated effective December 31, 2025. During the first quarter of 2026, the Company accrued $17,438 of lease expense related to the property. Upon further evaluation, the Company determined that the accrual was no longer required and reversed the full amount during the second quarter of 2026.
As of June 30, 2026, Edmund Nabrotzky, Chief Executive Officer of the Company, Charles Maddox, Chief Financial Officer and Chief Operating Officer of the Company, and Vijayan Nambiar, Chief Technology Officer of the Company loaned the Company an aggregate of $349,996 and may make additional loans to the Company up to an aggregate amount of $600,000 (collectively, the “Executive Loans”). The Executive Loans have been made, on the terms and conditions of an unsecured, subordinated promissory note (the “Executive Notes”). The Executive Notes accrue interest at a rate of 7.5% per annum, and will be paid in quarterly installments on July 1, 2026, October 1, 2026 with a final payment by December 31, 2026. All of the Company’s obligations and payments under the Executive Notes are subordinated to the Company’s obligations under agreements with 3rd party lenders. As of June 30, 2026, the Company had short-term debt from related parties of $349,996 and accrued interest payable of $10,344 related to the Executive Loans, which was included in interest payable to related parties in the condensed consolidated balance sheets. |