Related Party Transactions |
12 Months Ended |
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Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions
Background.
The Related Party Disclosures Topic provides disclosure requirements for related party transactions and certain common control relationships. Accounting and reporting issues concerning certain related party transactions and relationships are addressed in other Topics.
Information about transactions with related parties is useful in comparing an entity’s results of operations and financial position with those of prior periods and with those of other entities. It helps users of financial statements to detect and explain possible differences.
As a result of the AIU Merger and the rules pursuant to IRC section 382 management does not believe there is any significant net operating losses to carry forward.
Debt.
There are some loans in which executive management has loaned money to the Company. In addition, there are loans made by the Company itself in which certain executives personally guarantee the debt.
Cibolo Creek Partners, LLC (“Cibolo Creek”) and its affiliate Round Rock Development Partners, LP (“RRDP”) prior to December 31, 2018, made loans to us under revolving credit notes that bear interest at then applicable federal rate and are payable on demand or other date that was specified by such lender. In December 2018, AIU acquired businesses affiliated with Cibolo Creek. Such amounts due as December 31, 2022 and 2021 are stated in Note 6 “Indebtedness.”
The Company owes Richard Morris, our General Counsel $318,175 for loans and rent of approximately $62,300 for rental payments regarding our robots and is owed additional amounts for certain other advances and reimbursements. The Company owes James Walesa, our Chief Executive Officer, approximately $68,433 in loan guaranty fees. Christen Hemmings, another related party is owed approximately $130,000 in unsecured short term non-interest bearing debt. On December 30, 2022, we issued our Chief Executive Officer $1,000,000 of shares of our common stock at a price per share of $ in exchange for obligations owed by us to this individual.
We use the services of Galleros Robinson, Certified Public Accountants, LLP, a CPA and Advisory firm, for certain accounting services in the ordinary course. Richard Levychin is a partner of this firm. We paid this firm approximately $37,500 during 2022 and accrued an accounts payable of approximately $10,500 as of December 31, 2022.
Clearday, Inc. Notes to Audited Consolidated Financial Statements
Guarantees.
From time-to-time certain officers and directors will personally guarantee a loan. There is a guaranteed fee agreement in place that details the amount of the fee as well as payment terms for certain executives in the Company. The amount of the fee is capped at 1% of the amount of the outstanding note regardless of how many guarantors there are on the loan unless otherwise determined by the Company’s Board of Directors.
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