|
NOTE 12 – RELATED PARTY
TRANSACTIONS:
|
a) |
On February 20, 2015, the Company made a loan to the CEO, in the principal amount of $106, which loan
was evidenced by a secured, non-negotiable promissory note. In April 2022, the Company entered into a Securities Purchase and Loan Repayment
Agreement with the CEO, pursuant to which the CEO |
sold
to the Company 27,699 shares for a purchase price equal to $4.55 per share for an aggregate purchase consideration of $126. In lieu of
paying the CEO the Purchase Consideration for the shares in cash, the Purchase Consideration was used to repay in full the outstanding
loan amount and accrued interest owed to the Company by the CEO, and the promissory Note was terminated. Additionally, due to the fact
that the Company repurchased the CEO’s shares for a price per share which exceeded the underlying common stock fair value by $0.55,
the Company has also recognized compensation costs attributable to the CEO’s past services to the Company. The Company has recognized
the repurchased shares as treasury shares at the cost that represents the then-current market value of the repurchased shares.
|
b) |
As part of the Shareholder Agreement (the “SHA”), commencing on February 15, 2015, the company
was paying one of its shareholders a monthly management fee of $5. The Company and the shareholder agreed to amend the agreement with
the shareholder to replace the monthly payment with a success-based fees, effective on January 1, 2020. The amendment offers success-based
fee of up to $150 on funding of up to $4,000. During January 2022, the Company paid the shareholder an amount of $100 related to the amendment,
and by June 2022 the Company paid the shareholder an additional amount of $50. In aggregate, including the $100 paid in January, the shareholder
received an amount of $150 pursuant to the amendment to the shareholder’s agreement. The Company recorded the payments partially
as an incremental expense related to the IPO and partially as operating expenses. |
|