v3.26.3
Related Parties
6 Months Ended
Sep. 30, 2026
Related Parties  
Related Parties

Note 3 - Related Parties

 

SBS Management LLC

 

During the three and six months ended September 30, 2026 and 2025, SBS Management LLC, a company controlled by Mr. Scott Stevens, a shareholder of the Company, provided management consulting and other services and paid certain expenses on behalf of the Company. These expenses totaled $62,443 and $110,284 for the three months ended September 30, 2026 and 2025, respectively, and $134,211 and $206,387 for the six months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and March 31, 2026, $1,619,189 and $1,484,978, respectively, were included in accounts payable - related parties on the accompanying consolidated balance sheets. These advances are unsecured, non-interest bearing, and have no formal terms of repayment.

 

Gray’s Peak Capital

 

Gray’s Peak Capital (“Gray’s Peak”), a company founded by a shareholder of the Company, has provided advances to cover operating expenses. These advances are unsecured, non-interest bearing, and have no formal terms of repayment. As of September 30, 2026 and March 31, 2026, amounts due to Gray’s Peak were $529,073 and $527,248, respectively, and were included in accounts payable - related parties on the accompanying consolidated balance sheets.

 

Gray’s Peak Capital – Note Payable

 

On January 15, 2023 and June 15, 2023, the Company entered into two separate Mezzanine Secured Notes (the “Notes”) in principal amounts of up to $200,000 and $500,000, respectively, with Gray’s Peak Private Credit LLC. For 30 days after the date of each Note, the Note bears interest at 7.5%. After the 30th day, the Note bears interest at 2% per month until paid in full. The Notes originally matured on the fourth and sixth month anniversaries of the respective loan dates. The Company may prepay any portion of a Note without premium or penalty. The January 15, 2023 borrowings were repaid in September 2023. The June 15, 2023 Note had been extended to December 31, 2026.

 

The Notes are secured by a pledge by the Company of favor of Gray’s Peak of all of the assets and property of the Company, including without limitation all R&D tax credits, goods, tangible property, machinery, owned equipment, furniture, fixtures, vehicles, parts, accounts, deposit accounts, letter-of-credit rights, chattel paper, contract rights, documents, instruments, investment property, choses in action, general intangibles, goodwill and intellectual property, of any kind or nature, wherever located, in which Company has an interest now or in the future, and which are now existing or hereafter created or acquired, together with any and all additions, replacements, accessions and substitutions thereto or therefore, and any proceeds thereof excluding equipment leased by the Company (collectively called the “Collateral”). Gray’s Peak interest is senior to the unsecured debt or lenders of the Company and the Company’s equity holders. Upon the occurrence of any Event of Default, as defined in the agreement, the principal sum, all accrued and unpaid interest owing thereon and all costs and expenses payable pursuant to this Note, shall, at the sole option of Gray’s Peak and with submission of written notice, become immediately due and payable.

 

As of September 30, 2026 and March 31, 2026, the principal balance outstanding was $386,700 and $353,450, respectively. The Notes were included in note payable - related party on the accompanying consolidated balance sheets. Accrued interest of $187,567 and $142,238 was included in accrued expenses as of September 30, 2026 and March 31, 2026, respectively.

 

Management

 

As of September 30, 2026 and March 31, 2026, $370,846 and $325,847, respectively, was included in accounts payable - related parties on the accompanying consolidated balance sheets.