v3.26.1
Related Parties
12 Months Ended
Dec. 31, 2025
Related Parties [Abstract]  
Related Parties
17.Related Parties

 

The Company has certain promissory notes outstanding with executives and directors as of December 31, 2025. See Note 12.

 

On January 15, 2020, the Company entered into an agreement for various consulting services, as defined in the agreement, with a former director of the Company. On January 1, 2023, the Company entered into a new consulting agreement with the same director, which superseded the agreement dated in January 2020. The agreement was terminated during the year ended December 31, 2024. During the years ended December 31, 2025 and 2024, the Company incurred $0 and $250 under this agreement, respectively. In the fourth quarter of 2025, the Company made a $140 payment to the director. As of December 31, 2025 and 2024, the unpaid amounts were $47 and $189, respectively. See Note 10 for the details of the complaint from the former director.

 

On December 1, 2021, the Company entered into a consulting agreement with a member of the Company’s Board of Directors. Under the agreement, the Company is obligated to pay fees for various consulting services, as defined in the agreement. This agreement was terminated in May 2022. The Company did not incur any expenses under this agreement during the years ended December 31, 2025 and 2024. As of both December 31, 2025 and 2024, the unpaid balance was $8.

 

On March 13, 2023, the Company’s Former CEO, upon the approval of the Company’s Board of Directors, transferred $5,000 from the Company’s bank account at First Republic Bank to his personal bank account as an emergency response to the collapse of First Republic Bank. This amount was recorded as a receivable from related party as of March 31, 2023. The full amount of $5,000 plus accrued interest of $18 was returned to the Company on May 3, 2023, and the remaining balance of accrued interest was $3 as of December 31, 2025 and 2024.

On April 18, 2024, the Company entered into an agreement with the former CEO to defer payment of compensation from April 18, 2024 until the earlier of (i) the closing of the Merger and (ii) November 20, 2024. The executive’s deferred wages were repaid in the amount of $221 in November 2024.

 

On November 21, 2024, the Company entered into a severance agreement with the former CFO (the “Severance Agreement”). Pursuant to the terms of the Severance Agreement, the Company made a severance payment of $221 upon execution of the agreement. The Severance Agreement supersedes and extinguishes all other agreements between the executive and the Company.

 

On December 24, 2024, the Company made a payment of $574 to the Sponsor in accordance with the terms of the Merger Agreement.

 

On July 20, 2025, the Company entered into a consulting agreement with the Company’s CEO (the “CEO Consulting Agreement”). In connection with the CEO Consulting Agreement, the Company issued 16,667 RSUs, which vest in three equal installments on March 3, 2026, March 3, 2027, and March 3, 2028 and provides for an annual compensation of $300,000. The term of the CEO Consulting Agreement commenced on March 3, 2025, the date the Company’s board of directors appointed the CEO, and shall remain in full force and effect until terminated by mutual written agreement between the Company and the CEO, or by sixty days’ prior written notice by either party. Under the terms of the CEO Consulting Agreement, the Company is obligated to make the payment equal to three times the fair market value of the CEO’s equity interests in the Company, if within 12 months of a change of control event (as defined in the CEO Consulting Agreement), the CEO is involuntarily terminated without cause or resigns for good reason. The Company made total payments of $75,000 under the CEO Consulting Agreement during the year ended December 31, 2025, and the unpaid amounts owed under the CEO Consulting agreement were $175,000 as of December 31, 2025.