Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2025

Dec. 31, 2024

Related Party Transactions [Abstract]

Related Party Transactions

12. Related Party Transactions

Related parties consist of the following individuals and corporations:

● Braeden Lichti, Non-executive Chairman

● Jordan Plews, Former Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned January 16, 2025)

● Graydon Bensler, CFO, CEO and Director

● Tim Sayed, Former Chief Medical Officer and Former Director (resigned August 1, 2024)

● Brenda Buechler, Former Chief Marketing Officer (termination effective June 20, 2024)

● Christoph Kraneiss, Former Chief Commercial Officer (termination effective June 20, 2024)

● Jeffrey Parry, Director (appointed June 1, 2023)

● Juliana Daley, Director (appointed June 1, 2023)

● Crystal Muilenburg, Former Director (appointed June 1, 2023, resigned February 29, 2024)

● George Kovalyov, Director (appointed March 1, 2024)

● GB Capital Ltd., controlled by Graydon Bensler

● JP Bio Consulting LLC, controlled by Jordan Plews

● BWL Investments Ltd., controlled by Braeden Lichti

● Northstrive Companies Inc., controlled by Braeden Lichti

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10% control.

Remuneration attributed to key management personnel are summarized as follows:

	Three months ended June 30, 2025		Three months ended June 30, 2024			Six months ended June 30, 2025		Six months ended June 30, 2024
Consulting fees	$	147,700		80,000			595,400		160,833
Director fees		83,290		-			83,290		-
Salaries		-		170,641			26,228		377,656
Share-based compensation		15,842		(54,859	)		36,616		(32,583	)
	$	246,832		195,782			741,534		505,906

During the six months ended June 30, 2025:

● The Company incurred consulting fees of $281,000 (June 30, 2024 - $100,833) to GB Capital Ltd, a company controlled by Graydon Bensler, CEO, CFO and Director.

● The Company incurred consulting fees of $314,400 (June 30, 2024 - $60,000) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President.

● The Company incurred director’s fees of $27,750 (June 30, 2024 – $nil) to George Kovalyov, a director of the Company.

● The Company incurred director’s fees of $27,790 (June 30, 2024 – $nil) to Juliana Daley, a director of the Company.

● The Company incurred director’s fees of $27,750 (June 30, 2024 – $nil) to Mystic Marine Advisors, LLC, a company owned and controlled by Jeffrey Parry, a director of the Company.

Jordan Plews, Former Director and former CEO of Skincare and BioSciences, earned a salary of $26,228 and $122,032, respectively, during the six months ended June 30, 2025, and 2024.

Brenda Buechler, Former Chief Marketing Officer, earned a salary of $nil and $132,807, respectively, during the six months ended June 30, 2025, and 2024.

Christoph Kraneiss, Former Chief Commercial Officer, earned a salary of $nil and $122,818, respectively during the six months ended June 30, 2025, and 2024.

During the six months ended June 30, 2025, and 2024, the company issued the following stock options to related parties:

On March 1, 2024, the Company granted 57 stock options to directors of the company with a contractual life of 10 years and exercise price of $7,000 per share of common stock. These stock options were valued at $45,986 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

Details of the fair value, as calculated on the grant date, to each related party in the current and prior periods, and the related expense recorded for the six months ended June 30, 2025 and 2024 is as follow:

	Six Months Ended June 30, 2025		Six Months Ended June 30, 2024			Grant date fair value
Braeden Lichti, Non-executive Chairman	$	11	$	(5,355	)	$	50,995
Graydon Bensler, CEO, CFO and Director		11		1,502			50,995
Jordan Plews, Former Director and former CEO of Skincare and BioSciences2		11		1,502			50,995
Tim Sayed, Former Chief Medical Officer and Former Director1		-		1,502			50,995
Jeffrey Parry, Director		6,428		13,349			107,669
Crystal Muilenburg, Former Director1		-		(41,668	)		210,245
Julie Daley, Director		19,592		53,643			210,245
George Kovalyov, Director		10,563		10,308			52,845
Brenda Buechler, Former Chief Marketing Officer1		-		(36,918	)		143,671
Christoph Kraneiss, Former Chief Commercial Officer1		-		(30,448	)		121,243
	$	36,616	$	(32,583	)	$	1,049,898

¹ 379 options of related parties were forfeited and or cancelled during the year ended December 31, 2024

² 143 options of Jordan Plews were cancelled during the three months ended June 30, 2025

As of June 30, 2025, and December 31, 2024, the Company had $53,355 and $227,749, respectively, due to companies controlled by Braeden Lichti, of which $53,355 and $227,749, respectively, is unsecured, non-interest bearing, and are due on demand.

As of June 30, 2025, the Company had $127 (December 31, 2024 - $179,655) in consulting fees due to Graydon Bensler, CEO, CFO and Director, and $Nil and $1,252 (December 31, 2024 - $11,813 and $Nil) due to Jordan Plews, Former Director and Former CEO of Skincare and BioSciences, and Jeffrey Parry, Director, respectively, for expenses incurred on behalf of the Company. These amounts are unsecured, non-interest bearing and are due on demand.

13. Related Party Transactions

Related parties consist of the following individuals and corporations:

● Braeden Lichti, Non-executive Chairman

● Jordan Plews, Former Director (resigned December 23, 2024) and CEO of Skincare and BioSciences (resigned January 16, 2025)

● Graydon Bensler, CFO, CEO and Director

● Tim Sayed, Former Chief Medical Officer and Former Director (resigned August 1, 2024)

● Brenda Buechler, Former Chief Marketing Officer (effective June 20, 2024)

● Christoph Kraneiss, Former Chief Commercial Officer (effective June 20, 2024)

● Jeffrey Parry, Director (appointed June 1, 2023)

● Julie Daley, Director (appointed June 1, 2023)

● Crystal Muilenburg, Former Director (appointed June 1, 2023, resigned February 29, 2024)

● George Kovalyov, Director (appointed March 1, 2024)

● GB Capital Ltd., controlled by Graydon Bensler

● JP Bio Consulting LLC, controlled by Jordan Plews

● BWL Investments Ltd., controlled by Braeden Lichti

● Northstrive Companies Inc., controlled by Braeden Lichti

Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Company’s Board of Directors, corporate officers, and individuals with more than 10% control.

Remuneration attributed to key management personnel are summarized as follows:

	December 31, 2024		December 31, 2023
Consulting fees	$	757,233	$	230,000
Salaries		539,174		633,957
Director fees		165,000		-
Share-based compensation		23,861		357,349
	$	1,485,268	$	1,221,306

During the year ended December 31, 2024, the Company incurred consulting fees of $391,333 (December 31, 2023 - $110,000) to GB Capital Ltd., a company controlled by Graydon Bensler, CEO, CFO and Director. In addition, the Company incurred consulting fees of $365,900 (December 31, 2023 - $120,000) to Northstrive Companies Inc., a company controlled by the Company’s Chairman and former President.

Jordan Plews, Former Director and former CEO of Skincare and BioSciences, earned a Salary of $283,549 and $223,646 respectively during the year ended December 31, 2024 and 2023.

Brenda Buechler, Former Chief Marketing Officer, earned a Salary of $132,807 and $212,913, respectively during the year ended December 31, 2024 and 2023.

Christoph Kraneiss, Former Chief Commercial Officer, earned a Salary of $122,818 and $197,398, respectively during the year ended December, 2024 and 2023.

During 2024, the Company paid director fees of $55,000 to each of non-executive directors for a total of $165,000.

During the year ended December 31, 2024, and 2023, the Company issued the following stock options to related parties:

On June 1, 2023, the Company granted 114 stock options to directors of the company (57 stock options each) with a contractual life of ten years and exercise price of $7,000 per share of common stock. These stock options were valued at $420,521 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

On June 1, 2023, the Company cancelled and re-issued 57 stock options to a director of the company with a contractual life of ten years and exercise price of $7,000 per share of common stock. The cancelled and re-issued options had the same exercise price of $7,000 per common stock and the same vesting terms and expiry date, and as such the cancellation and reissuance did not impact on the Company’s consolidated financial statements.

On March 1, 2024, the Company granted 57 stock options to a director of the company with a contractual life of 10 years and exercise price of $1,400 per share of common stock. These stock options were valued at $45,986 using the Black-Scholes Option Pricing Model. The options vest 25% on the first anniversary of the grant date and the remaining 75% vest evenly over 36 months thereafter.

Details of the fair value of the options granted to each individual and the related expense recorded for the years ended December 31, 2024 and 2023 are as follow:

	December 31, 2024			December 31, 2023		Fair value of stock options granted
Braeden Lichti, Non-executive Chairman	$	2,069		$	6,563	$	50,995
Graydon Bensler, CEO, CFO and Director		2,069			6,563		50,995
Jordan Plews, Former Director and former CEO of Skincare and BioSciences		2,069			6,563		50,995
Tim Sayed, Former Chief Medical Officer and Former Director1		(4,291	)		6,563		50,995
Jeffrey Parry, Director		22,923			29,855		107,669
Julie Daley, Director		82,070			98,613		210,245
Crystal Muilenburg, Former Director1		(41,668	)		82,252		210,245
George Kovalyov, Director		25,987			-		121,243
Brenda Buechler, Former Chief Marketing Officer1		(36,918	)		62,705		143,671
Christoph Kraneiss, Former Chief Commercial Officer1		(30,449	)		57,672		121,243
	$	23,861		$	357,349	$	1,118,296

¹ 379 options of related parties were forfeited in during the year ended December 31, 2024.

As of December 31, 2024 and 2023, the Company had $227,749 and $37,598, respectively due to companies controlled by Braeden Lichti, these amounts are unsecured, non-interest bearing and are due on demand. Additionally, the Company drew $200,000 on a line of credit provided by a company controlled by Braeden Lichti during the year ended December 31, 2024. The line of credit incurs interest at a rate of 20% per annum on the outstanding principal. Prior to December 31, 2024, the Company repaid the $200,000 principal in full in addition to $40,000 in interest which was due in full upon early repayment of the line of credit.

As of December 31, 2024, the Company had $179,655 (December 31, 2023 - $34,378) due to Graydon Bensler, CEO, CFO and Director, $11,813 and $nil (December 31, 2023 - $4,272 and $879) due to Jordan Plews, Director and CEO of Skincare and BioSciences, and Christopher Kraneiss, Former Chief Commercial Officer. These amounts are unsecured, non-interest bearing and are due on demand.