Quarterly report pursuant to Section 13 or 15(d)

Related Parties and Related Party Transactions

v3.24.3
Related Parties and Related Party Transactions
 6 Months Ended
Jul. 31, 2024
Related Parties and Related Party Transactions  
Related Parties and Related Party Transactions

Note 10. Related Parties and Related Party Transactions

 

Related party balance sheet items (in thousands)

 

 

 

As of July 31,

2024

 

 

As of January 31,

 2024

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 $ 245

 

 

 $ 158

 

Loans payable

 

 

 1,363

 

 

 

 1,199

 

 

Related party income statement items (in thousands)

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

July 31,

 

 

July 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting expenses

 

 $ 66

 

 

 $ 66

 

 

 $ 164

 

 

 $ 132

 

Stock based compensation

 

 

 354

 

 

 

 650

 

 

 

 728

 

 

 

 1,300

 

Payroll expenses

 

 

 146

 

 

 

 120

 

 

 

 236

 

 

 

 239

 

 

Loans

 

On July 14, 2023, a board director of the Company loaned it $55,000, representing half of the Company’s employee retention credit refund, which the Company expects to receive this year. The note calls for the payment of the principal sum of $55,000 plus interest of $12,500 for a total of $67,500. During the six months ended July 31, 2024, the director lent the Company additional funds, which increased the outstanding balance to $85,364. The maturity date of the note is upon receipt of the employee retention credit refund.

 

On September 7, 2023, Epic formalized its loans to the Company in a $1.0 million note. The note includes a mechanism to increase the amount of the note with the mutual consent of Epic and the Company. As of July 31, 2024, the note balance is $1.3 million. Monthly interest only payments at an annual rate of 4% will be made through the maturity date of February 1, 2025. If interest payments are made late after the cure period, the interest due shall be recalculated at the highest rate authorized by Florida law, which is 18% per annum. Epic in its sole discretion, at any time prior to the maturity date, may convert the principal, partial principal, and/or interest due into shares of the Company’s common stock at a static price of $1.00 per share.

 

Equity

 

During the six months ended July 31, 2024, in a series of transactions, the Company sold a total of 903,387 shares of common stock for $0.5 million to OEM partner, Alamo City Engineering Services, Inc. (“ACES”), which is owned by our board member Craig Stephens.