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SUBSEQUENT EVENTS
12 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE O - SUBSEQUENT EVENTS

 

The Company has evaluated events subsequent to the balance sheet through the date the financial statements were issued and noted the following events requiring disclosure:

 

Series P Preferred Stock

 

On August 20, 2025, the Company’s Board of Directors approved, by Unanimous Written Consent, the authorization of a new class of preferred stock designated as Series P Preferred Stock pursuant to the Company’s Certificate of Incorporation and the Delaware General Corporation Law. The Board authorized the filing of a Certificate of Designation with the Secretary of State of the State of Delaware setting forth the rights, preferences, limitations, and privileges of the Series P Preferred Stock.

 

The Company authorized the issuance of up to 750,000 shares of Series P Preferred Stock, par value $0.01 per share, in a private placement at $1.00 per share to accredited investors pursuant to Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. Each share of Series P Preferred Stock is convertible into one share of Class A Common Stock at the option of the holder, has voting rights equal to 1000 votes per share, a six-month lock-up period, and a liquidation preference senior to common stock and junior to Series N Preferred Stock. Holders are also entitled to receive quarterly revenue share distributions equal to 5% of the net revenue of Primecare Supply, LLC and PulseAi; and 5% of the gross revenue of GTLL Advisory Group, LLC until each holder has received 200% of their original investment.

 

On August 24, 2025, the Company issued 200,000 shares of Series P Preferred Stock to an accredited investor pursuant to the private placement described above and received cash proceeds of $200,000.

 

Executive Employment Agreement

 

On November 17, 2025, the Company entered into an Executive Employment Agreement with Fredrick K. Cutcher, pursuant to which Mr. Cutcher was appointed Managing Director of Primecare Supply, LLC, a wholly owned subsidiary of the Company. The agreement provides for a base salary of $10,000 per month, eligibility for discretionary bonuses, profit participation and relocation assistance pursuant to an addendum, and participation in the Company’s standard benefit and expense reimbursement programs.

 

The agreement has an initial term of one year and automatically renews for successive one-year terms unless either party provides at least 30 days’ written notice of non-renewal. Either party may terminate the agreement upon 30 days’ written notice. The agreement also includes customary confidentiality, intellectual property, and restrictive covenant provisions.