Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 14 – RELATED PARTY TRANSACTIONS

In conjunction with the 2024 Private Placement and the 2025 Private Placement (as defined in Note 17), the Company engaged the Placement Agent, of which a Board member is a managing partner. The Company paid the Placement Agent a placement fee of $212,212 and legal fees of $39,726 related to the 2024 Private Placement. In addition, on the closing date of the 2024 Private Placement, the Company issued a warrant exercisable for up to 89,787 shares of Common stock at an exercise price of $2.81 to the Placement Agent as detailed in Note 13. In conjunction with the 2025 Private Placement, the Company incurred $60,000 in legal fees payable to the Placement Agent in 2024. As of December 31, 2024, $35,000 of these fees were unpaid and are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company's Chief Executive Officer invested $25,000 in the 2024 Private Placement, purchasing 8,680 shares of Common Stock at a price of $2.88 per share, which was the market price on the closing date of the 2024 Private Placement.

During the year ended December 31, 2023, entities affiliated with a partnership in which a Board member is a general partner purchased $50,000 of the 2023 Promissory Notes as detailed in Note 9. Upon maturity of these notes in 2024, the principal was repaid with the issuance of 19,000 shares of Common Stock with a fair value of $50,000.

As of the Merger Closing Date, the Burns Notes had total principal outstanding of $5,610,000. The owner of Burns Ventures was a former stockholder of AxoBio. Interest on the Burns Notes was payable quarterly at a fixed interest rate of 7.00%. The Burns Notes required no monthly payments and were due in full on its maturity date, December 31, 2024. As of December 31, 2023, the Burns Notes had outstanding principal and accrued interest of $5,610,000 and $98,982, respectively. During the period ended March 26, 2024, the Company incurred interest expense of $89,448 on these notes prior to disposal. As of the closing date of the AxoBio Disposition, there was $5,610,000 and $89,448 of principal and accrued interest outstanding, respectively, related to the Burns Notes.

AxoBio used OrthoEx for 3PL services. The former Chief Executive Officer of AxoBio, who served as an advisor to the Company from the Merger Closing Date until the closing date of the AxoBio Disposition, has an equity interest in OrthoEx and has a seat on OrthoEx’s Board of Directors. The Company incurred $26,700 and $41,752 of expense related to the services provided by OrthoEx for the years ended December 31, 2024 and 2023, respectively. As of the closing of the AxoBio Disposition and December 31, 2023, the Company had a payable to this related party of $7,830 and $8,650, respectively. The Company used Ortho Spine Companies, LLC (“Ortho Spine”) for various consulting and marketing services. Ortho Spine is owned by one of the former advisors to the Company. The Company incurred $0 and $79,167 of expense for services provided by Ortho Spine for the year ended December 31, 2024 and 2023, respectively. As of the closing of the AxoBio Disposition and December 31, 2023, the Company had no payables to Ortho Spine.