Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v3.23.1
Related Party Transactions
3 Months Ended
Mar. 31, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

(3) Related Party Transactions

 

During the three months ended March 31, 2022, the Company issued 20,027 shares of restricted stock and 49,564 stock options to executives. Total stock compensation expense of $475,000 is being recorded over the vesting period. In addition, 2,790 shares of vested stock and 15,744 vested stock options were granted to a former executive for which stock compensation expense of $112,500 was recorded. The aforementioned grants were made pursuant to the Company’s 2020 Equity Incentive Plan.

 

During the three months ended March 31, 2023, the Company issued 54,825 stock options to an executive in lieu of cash salary for a value of $50,000. The aforementioned grant was made pursuant to the Company’s 2022 Equity Incentive Plan.

 

The Company entered into a consulting agreement, dated November 18, 2020, with Balance Labs, Inc. Pursuant to the Consulting Agreement, Balance Labs is providing consulting services including assisting with the Company’s IPO and assisting with introductions to, and assistance with, negotiating and entering agreements with potential fleet, residential, marine, and corporate customers that Balance Labs has relationships with. Balance Labs is also assisting with the Company’s expansion efforts. Under the Consulting Agreement, in payment of services that Balance Labs had already provided, the Company issued Balance Labs 33,216 shares of its common stock in November 2020. Upon the completion of the Company’s IPO, the Company made a one-time payment of $200,000 to Balance Labs. During the first year of the term of the Consulting Agreement, the Company paid Balance Labs $25,000 per month. In the second year of the agreement, the payment decreased to $22,500 per month. On November 18, 2021, and each anniversary of the initial term and the renewal terms, the Company will issue Balance Labs 16,613 shares of its common stock. The term of the Consulting Agreement was for two years and expired on November 18, 2022. The President, CEO, CFO and Chairman of the Board of Balance Labs is also the former president of the Company and beneficially owns approximately 26% of the Company’s common stock as of March 31, 2023.

 

On February 10, 2023, the Board of Directors appointed Daniel Arbour as a non-independent director. Mr. Arbour’s term will continue until its expiration or renewal at the Company’s next annual meeting of shareholders or until his earlier resignation or removal. Mr. Arbour will not serve on any of the Board’s committees. Upon appointment as a Board member, Mr. Arbour was granted 10,417 restricted shares with a value of $40,000 that will vest at the next annual shareholder meeting. Mr. Arbour will receive a Board equivalent stock fee of $130,000. Stock compensation will be based on a specific dollar amount translated into a specific number of shares of stock. Stock grant equivalent shares will be granted annually at the Company’s annual meeting date and will fully vest in 12 months or one day before the following yearʼs annual meeting, whichever is sooner. Grants will be based on the closing price of the Company on the effective date of the grant, or the Company’s annual shareholder meeting date. On February 15, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mountain Views Strategy Ltd (“Mountain Views”). Daniel Arbour is the principal and founder of Mountain Views. Pursuant to the Consulting Agreement, Mountain Views agrees to provide services as an outsourced chief revenue officer. The Company will pay Mountain Views $13,000 per month and cover certain other expenses. The term of the Consulting Agreement is for twelve months from the effective date however, either party may terminate the Consulting Agreement on two weeks written notice to the other party.

 

The Company is party to a technology license agreement with Fuel Butler LLC, which is owned 20% by an executive of the Company. See Note 5.