Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Related Party Transactions

Note 8 - Related Party Transactions

In 2021, the Company entered into a manufacturing and service agreement to fabricate and manufacture the AirSCWO systems (the “Original M&S Agreement”) with Merrell Bros. The initial term of the Original M&A Agreement ends July 7, 2024 with a one-year automatic renewal unless terminated by either party with at least a sixty-day notice prior to expiration. As part of the agreement, the Company appointed Terry Merrell to its board of directors. As of March 31, 2024, Merrell Bros. or their affiliates own stock below 5% of the outstanding common stock.

During the period ended March 31, 2024, the Company incurred $130,321 in related party expenses related to the manufacturing of the AirSCWO systems. As of March 31, 2024, accounts payable and accrued expenses includes $119,343 of amounts owed to Merrell Bros. for the manufacturing services provided.

On March 27, 2024, we executed a supplemental manufacturing and services agreement (the “Supplemental M&S Agreement”) with Merrell Bros. as Merrell Bros. has indicated to us their intent to not renew the Original M&S Agreement and we have indicated our desire to relocate to a larger manufacturer facility with more square footage dedicated to expanding our manufacturing operations. Simultaneous to executing the Supplement M&S Agreement, Merrell Bros. provided us with a written non-renewal notice. Accordingly, the manufacturing and service agreement will terminate on its original expiration date of July 7, 2024 and will not be renewed.

The Supplemental M&S Agreement will become effective on July 7, 2024 and will replace the Original M&S Agreement. Under the Supplemental M&S Agreement, our relationship and the manufacturing services provided by Merrell Bros. will continue on an as needed basis based on statements of work to be agreed upon by both parties to fulfill future and current manufacturing orders.  The term of the Supplemental M&S Agreement is one year from July 7, 2024 with a one-year renewal upon a mutually executed written extension.  Either party may terminate this Supplement M&S Agreement upon written notice of such a termination, specifying the extent to which performance of work is terminated and the effective date of termination.