21. Related Party Transactions

Amended and Restated CEO Employment Agreement

In January 2023 the Company’s Chief Executive Officer deferred his salary to aid working capital needs. Deferred salary remained unpaid and was $1,934 and $1,935 as of March 31, 2026 and December 31, 2025, respectively. Deferred salary is included in accrued expenses.

In order to comply with the Securities Purchase Agreement dated January 12, 2024 with Dragasac Limited, Dr. Hariri is not to be paid the $1,088 in base salary that was otherwise due to him for the 2023 calendar year unless the Company raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to $21,000 at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and January 2024 PIPE Warrant purchased by Dragasac Limited in January 2024. In compliance with the requirements of Internal Revenue Code Section 409A, the compensation committee of the Company’s board of directors approved a cash bonus program, or bonus program, effective February 16, 2024, pursuant to which Dr. Hariri will be paid 125% of his unpaid base salary upon the satisfaction of the foregoing performance conditions. Accordingly, the Company entered into a second amendment to Dr. Hariri’s employment agreement implementing the 85% base salary reduction effective as of February 16, 2024 and documenting the bonus program. As a result of the reduction, Dr. Hariri’s annual rate of base salary for the 2024 year was $180. Beginning on January 1, 2025, Dr. Hariri’s base salary was paid a reduced rate of 50% of his base compensation through December 31, 2025.

CEO Loan Agreement

In August 2023, the Company borrowed $1,000 from its CEO. The loan provides for interest of 15% per year, the first year of interest was due in kind and the loan was repayable in August 2024. The loan maturity date was subsequently amended to December 31, 2026. In September 2024, the CEO assumed the loans of two unaffiliated lenders from an August 2023 loan agreement. The two loans had a principal and accrued interest of $2,331 on the assumption date.

In October, 2023, the CEO loaned the Company $285 through a note which provides for interest at 15.0% per year.

In January 2025 the CEO loans were amended to extend the maturity dates to December 31, 2025. In December 2025 the CEO loans were amended to extend the PIK interest period and maturity dates to December 31, 2026.

KTL Note, RWI Note, and Celeniv Licensing Obligation

In July 2025 the Company borrowed $6,812 from a former Director of the Company through a secured promissory loan. The loan provided for annual interest of 2.0% and had a maturity date of March 21, 2026. A portion of the loan proceeds were to be used to repay the Starr loan. The KTL Note was issued with a warrant to purchase up to 3,700,000 shares of the Company’s class A common stock at an exercise price of $2.53 per share and has a 5-year term. The warrants were considered equity due to their fixed exercise price.

In May 2023, the Company borrowed $6,000 (net of an original issue discount of $120) from RWI through a senior secured loan agreement. The loan had a maturity of June 14, 2023 and provided for interest of 12.5% per year (15.5% in the event of default), the first year of interest was paid in kind. The loan agreement was amended in June 2023.

In August 2025, the Company sold certain intellectual property to Celeniv Pte. Ltd in exchange for the assignment of the RWI and KTL loans to Celeniv. The value of the loans assigned were principal $33,812, accrued interest $4,031, accrued paid-in kind interest $3,835 and unamortized debt discount $5,955.

The sale granted Celeniv an exclusive, worldwide, royalty-bearing license. Royalties are due Celeniv in amount equal to 12.5% of the purchase price payable in quarterly installments commencing on the one-year anniversary through the earlier of (A) the closing of the Asset Purchase (as defined below) and (B) the fifth anniversary of the License Agreement (including the Negotiation Period). Each quarterly installment is equal to approximately $1,057. As of March 31, 2026 the Company had not made any payments to Celeniv for the License Agreement.

Pursuant to the License Agreement, the Company has the option to purchase from Celeniv all (not part) of Celeniv’s right, title and interest in the Licensed Technology (as defined in the License Agreement) and Licensed Marks (“Asset Purchase”). The Option shall be in effect for a period of five years beginning August 13, 2025 (the “Option Period”). Unless terminated earlier or otherwise extended pursuant to the terms of the License Agreement, the License Agreement shall terminate on August 13, 2030. Celeniv may terminate the License Agreement (i) if the Company breaches the terms thereof, unless such breach is cured within 60 days of the receipt of written notice of the breach from Celeniv or (ii) immediately in the event that any action is taken by the Company or its creditors to effectuate the Company’s liquidation, dissolution or winding-up. The License Agreement will automatically terminate upon the closing of the Asset Purchase or may be terminated upon mutual agreement of the parties.

The Company accounted for the transaction as a financing arrangement as did not meet the sale criteria of ASC 606-10-25-30, and the Company recognized a licensing obligation of $35,723, including a premium of $1,911. The accrued interest on the assigned loans was forgiven, and the licensing obligation premium was fully amortized during the year ended December 31, 2025. The total licensing obligation was $33,812 at both March 31, 2026 and December 31, 2025.

Employment of Family Member

The CEO’s daughter is employed by the Company as Vice President, Corporate Strategy & Business Development at a compensation structure commensurate with those of Company employees in similar positions.

Fountain Life Management LLC

In November 2024, the Company entered into a Technology Services Agreement with Fountain Life Management LLC (“Fountain Life”), under which the Company processes and stores mononuclear cells isolated from blood samples collected by Fountain Life or its authorized representatives. Fountain Life pays the Company a one-time fee of two thousand five hundred dollars ($2,500) per sample. The Technology Services Agreement automatically extends for one-year periods unless earlier terminated by either party. Revenues from the agreement were $196 and $0 for the three months ended March 2026 and 2025, respectively and accounts receivable were $9 and $0 as of March 31,2026 and December 31, 2025, respectively. The Company’s CEO, and a Director, Peter Diamandis, M.D., are founding partners of Fountain Life.