Related Party Transactions |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2026 | ||||
| Related Party Transactions [Abstract] | ||||
| RELATED PARTY TRANSACTIONS |
Amount due from related party
Alejandro Tani, former member of the Company’s board of directors, the former chairman of the Company’s Nominating and Corporate Governance Committee and a former member of the Compensation Committee and the Company’s Audit Committee, is the Chief Executive Officer, Chief Information Office and majority owner of Innovative Genetics.
In August 2025, the Company filed a lawsuit against Innovative Genetics and Aejandro Tani (“defendants”), for unpaid balances plus calculated pre- and post-judgment interest, attorney fees and cost and other such relief as deemed appropriate. In 2023, the Company entered into a limited, non-exclusive, revocable license to use Innovative Genetics’ logos, trade name and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative Genetics-authorized persons.
In September 2026, the Company entered into a settlement judgment with its former director, Alejandro Tani, for $829 thousand with payment due June 30, 2027. If paid no later than December 31, 2026, the Company would accept $615 thousand in full satisfaction. The Company also entered into an Assignment allowing for Mr. Tani to pursue all of the Company’s right, title and interest in certain Purchase Orders, and related supply arrangements, placed by or on behalf of the Company together with all deposits, prepayments, advances and credits; all goods, inventory, work in process and materials produced, held or allocated thereunder; and all claims, demands, causes of action and rights of recovery against any supplier, agent, broker or intermediary arising out of or relating thereto (collectively, the “China Orders”). Upon the signing of the Assignment, the Company released any and all right, title, claim or interest in or to the China Orders and the goods produced or to be produced thereunder, and covenants not to commence or assert, or assist any third party in commencing or asserting, any claim against any supplier, agent, broker or intermediary pertaining to the China Orders.
At September 30, 2026 there is an allowance assigned to the outstanding balance for $829 thousand.
Amounts due and paid to related parties
Alan Chippindale, a member of the Company’s board of directors, the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee, is the President of Engage & Excel Enterprises Inc. (“Engage & Excel”). Engage & Excel provides certain merger and acquisition, management and recruitment consulting services to the Company. The Company has paid Engage & Excel for consulting services provided approximately $35 and $26 for the nine months ended September 30, 2026 and 2025.
The Company’s Chief Strategy Officer and Chief Compliance Officer provides consulting services to the Company through Josselin Capital Advisors, Inc. (“JCA”). Effective November 26, 2025, the Company entered into a consulting agreement with JCA (“2025 JCA Agreement”) pursuant to which JCA provides services. Under the 2025 JCA Agreement, JCA receives an annual consulting fee of $250 and a monthly auto allowance of $1, and is eligible to earn an annual performance bonus based on achievement of certain performance goals. Prior to the 2025 JCA Agreement, services were provided under the prior Amended and Restated Consulting Agreement, dated as of April 14, 2023 (the “2023 A&R JCA Agreement”). Under the 2023 A&R JCA Agreement, JCA receives an annual consulting fee of $200 and a monthly automobile of $1. For the nine months ended September 30, 2026 and 2025, the Company paid JCA approximately $202 and $186, respectively, for consulting services. |