RELATED PARTY TRANSACTIONS |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 | |||
| Related Party Transactions [Abstract] | |||
| RELATED PARTY TRANSACTIONS |
Officers and Directors
Jamie Rotman
Jamie Rotman was appointed as President of the Company effective December 21, 2023. She is the daughter of the Company’s former CEO, Steven Rotman. On July 22, 2024, the Company entered into an Employment Agreement (the “Employment Agreement”) with Ms. Jamie Rotman, under which Ms. Rotman receives annual compensation equal to $180,000 payable in Series C Preferred Stock or common stock, either at Ms. Rotman’s discretion, discounted 50% over the then market price (and payable in cash at Ms. Rotman’s discretion), plus a signing bonus of $25,000 payable in shares of Series C Preferred Stock, vesting over 2024. The Employment Agreement was made retroactive to January 1, 2024. The Employment Agreement also provides for a 24-month severance payment upon termination without cause (as defined) and a 24 month change in control severance.
During the three months ended March 31, 2026 and 2025, the Company expensed approximately $100,000 and $107,000, respectively, related to this employment agreement. As of March 31, 2026 and December 31, 2025, the Company had a stock subscription payable balance of $838,713 and $738,684, respectively, or approximately and shares, respectively, of common stock to Ms. Rotman.
Previously, Jamie Rotman provided bookkeeping and management services to the Company through July 2019 through her entity, Designcenters.com (“Design”). In exchange for such services, the Company had entered into a consulting agreement with the related party entity. As of March 31, 2026, the Company had a stock subscription payable balance of $42,047, for approximately shares related to this party for services incurred and expensed in 2019.
Related Party Advances
During the three months ended March 31, 2026, Ms. Rotman advanced the Company $6,500 for working capital and is owed $8,500 at March 31, 2026. Ms. Rotman advanced the Company $2,000 in 2025. The advances are due on demand.
Blue Oar Consulting, Inc.
This entity is owned by Gregory Rotman, who is the brother of the Company’s CEO, Jamie Rotman. Blue Oar provides business consulting services to the Company. In exchange for such services, the Company has entered into a consulting agreement with the related party entity.
Per the consulting agreement, Blue Oar is to be paid $15,000 per month in cash for expenses, and $ per month to be paid in shares based on a 20-day average at a 50% discount to market. The Company and Blue Oar mutually agreed to temporarily suspend the monthly payment for expenses beginning in January 2025. During the three months ended March 31, 2026 and 2025, the Company expensed approximately $83,000 and $89,000, respectively, related to the consulting agreement. As of March 31, 2026 and December 31, 2025, the Company had a stock subscription payable balance of $1,182,930 and $1,099,573, respectively, or approximately and shares, respectively, to be issued in the future to this entity. In addition, the Company has a liability of $405,000 for consulting expenses in accounts payable.
Bryan Stone
In May of 2019, the Company acquired the assets of Fluid Energy Conversion Inc. (“FEC”). FEC was owned by Dr. Bryan Stone, one of the Company’s directors. The assets consist of a patent on the Hughes Reactor, which has the ability to control, enhance and focus energy in flowing liquids and gases.
In addition, Dr. Stone receives a $ per unit commission for RxAir units sold to a specific customer. There were no commissions earned during the three months ended March 31, 2026. A payment of $124 was made in March 2026 for previously accrued commissions.
Former Officer and Director
Steven Rotman
As of March 31, 2026, the Company had a stock subscription payable balance of $427,933, or approximately shares to be issued in the future and $243,155 of reimbursable expenses payable and $81,482 of unpaid salary related to this party.
The Board of Directors authorized their board fees for 2021 be paid in common stock of the Company. Included in stock subscription payable at March 31, 2026 is shares valued at $, of which shares valued at $ is included in Steven Rotman’s balance above.
Related Party Advances
There were no advances or expenses paid during the three months ended March 31, 2026. As of March 31, 2026, $77,460 and $61,986 is due Steve Rotman from Vystar and Rotmans, respectively. The advances are due on demand as repayment terms have not yet been finalized. |