RELATED PARTY TRANSACTIONS |
12 Months Ended |
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Dec. 31, 2025 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS
Tiziana is a related party as the entity is controlled by a person that has a significant influence over the group. The Company and Tiziana share some directors, an officer and significant shareholders. The Company has also been formed due to an acquisition of a subsidiary company from Tiziana. As of December 31, 2025, Tiziana owns approximately 10.91% of the Company.
Effective with the demerger agreement, the Company entered into a shared services agreement, where the Company outsources certain limited management and administrative services. The Company notes that the fees consist of payroll costs associated with time spent providing services for the Company and are based on actual time spent and the allocated payroll costs. In addition, the Company is charged at cost, for utilization of certain office space. There was no mark-up associated with fees charged for these services. Total cost for the year ended December 31, 2025 and 2024 were $15,178 and $13,486, respectively. The balance due to Tiziana in respect of the shared services agreement at December 31, 2025 and 2024 was $94,621 and $79,442, respectively.
As of December 31, 2025 and 2024, $198,424 and $170,816 respectively, was also due to Tiziana, as Tiziana had paid for expenses on behalf of the Company. In addition to this, as of December 31, 2025 and 2024, $3,351,500 and $2,109,500 respectively, was also due to Tiziana as Tiziana had provided funding support.
In January 2022, the Company and Gabriele Cerrone, who is the Chairman of the Board of Directors and the largest shareholder, entered into an agreement in which he will provide consulting services to the Company for a monthly fee of $5,500. As of December 31, 2025 and 2024, $49,500 and $10,500, respectively, was due to Gabriele Cerrone.
During the year to December 2025, Mr. Cerrone agreed to settle unpaid fees in shares. In March 2025, shares were issued in respect of $27,000 of unpaid fees.
During the year to December 2024, Mr Cerrone agreed to settle unpaid fees in shares. In November 2024, shares were issued in respect of $187,500 of unpaid fees.
As of December 31, 2025 and 2024, $162,500 and $ 112,500, respectively, was due to John Brancaccio in respect of unpaid directors’ fees.
As of December 31, 2025 and 2024, $158,333 and $ 108,333, respectively, was due to Sean Macdonald in respect of unpaid directors’ fees.
As of December 31, 2025 and 2024, $159,194 and $ 100,200, respectively,was due to Willy Simon in respect of unpaid directors’ fees.
As of December 31, 2025 and 2024, $41,282 and $19,302, respectively, was due to Keeren Shah in respect of unpaid consultancy fees.
As of December 31, 2025 and 2024, $7,485 and $0, respectively, was due to Jeff Fensterer in respect of unpaid expenses.
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