Related Party Transactions |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS
Accounts Payable
At September 30, 2026 and December 31, 2025, the Company recorded accounts payable – related party of $ and $13,956, respectively.
During the nine months ended September 30, 2026, the Company issued 1,526,423 ordinary shares to management and the Board and recorded compensation expense of $1,019,788.
Mr. David Lazar, Chief Executive Officer and Chair of the Board, is a related party. As described in Note 9, during the nine months ended September 30, 2026, Mr. Lazar purchased 1,000,000 shares of each of the Company’s Series A, B, C, D and E Preferred Shares for aggregate gross proceeds of $6.0 million, and on August 5, 2026, he converted 3,124,700 Preferred Shares into 55,057,500 ordinary shares. In connection with Mr. Lazar’s investment, the Company entered into Settlement Agreements with two former officers and three former directors of the Company and made aggregate payments of approximately $1.9 million to those individuals.
On November 11, 2026, Mr. Lazar provided the Company with the Funding Commitment, under which he committed to provide funding of up to $8.0 million, on an as needed basis, to address any funding shortfalls of the Company through November 30, 2027, in the form of an equity investment, debt, or a combination of the two, on terms to be mutually agreed between Mr. Lazar and the independent members of the Board (Note 2). No amounts have been funded under the Funding Commitment as of the issuance date of these condensed consolidated financial statements.
During the nine months ended September 30, 2026, the Company granted stock options to members of its Board and management under the 2025 Plan (Note 9).
On March 28, 2026, the Company closed the sale of the ColoAlert assets to UTR, an entity partially owned by a former director of the Company, which included the ColoAlert intellectual property, customer-located instrumentation, and certain consumables, and included the transfer of two equipment lease obligations. The purchase price for the assets was $348,966, which reduced the debt owed to UTR of $698,966. Upon settlement of accounts payable, accounts receivable, and lease obligations, the Company recognized a $114,000 loss, reported in other expenses within discontinued operations (Note 3). |