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RELATED PARTY TRANSACTIONS
 3 Months Ended
Mar. 31, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS

 

Tiziana is a related party as it is under common control. The Company and Tiziana share directors, officers and significant shareholders. The Company has also been formed due to an acquisition of a subsidiary company from Tiziana. As of March 31, 2025, Tiziana owns approximately 10.91% of the Company.

 

Effective with the demerger agreement, the Company entered into a shared services agreement, where the Company outsources certain limited management and administrative services. The Company notes that the fees consist of payroll costs associated with time spent providing services for the Company and are based on actual time spent and the allocated payroll costs. In addition, the Company is charged, at cost, for utilization of certain office space. There was no mark-up associated with fees charged for these services. For the three months ended March 31, 2025 and 2024, the Company has incurred approximately $3,378 and $3,422, respectively.  The balance due to Tiziana in respect of the shared services agreement at March 31, 2025 was $82,820.

 

As of March 31, 2025 and December 31, 2024, $170,816 and $170,816 respectively, was also due to Tiziana, as Tiziana had paid for expenses on behalf of the Company. In addition to this, of March 31, 2025 and December 31, 2024, $2,456,500 and $2,109,500 respectively, was also due to Tiziana as Tiziana had provided funding support.

 

In January 2022, the Company and Gabriele Cerrone, who is the Chairman of the Board of Directors and the largest shareholder, entered into an agreement in which he will provide consulting services to the Company for a monthly fee of $5,500. As of March 31, 2025 and December 31, 2024, $0 and $10,500, respectively was due to Gabriele Cerrone.

 

During the 3 months to March 31, 2025, Mr. Cerrone agreed to settle unpaid fees in shares. In March 2025, 121,732 shares were issued in respect of $27,000 of unpaid fees.