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Related Parties
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Related Parties

Note 6 – Related Parties

 

During the normal course of business, the Company incurred expenses related to services provided by the former CEO or Company expenses paid by the former CEO, resulting in related party payables. In conjunction with the acquisition of Copa di Vino, the Company also entered into a Revenue Loan and Security Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and Decathlon Alpha IV, L.P. (the “Lender”). The Note Payable to Decathlon with a balance of $2,183,504 at September 30, 2025 and $1,995,950 at December 31, 2024.

 

 

On April 2024, the Company also entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and Cobalt Funding Solutions (the “Lender”). The Loan and Security Agreement provided a loan of $815,000, with the gross and interest amount of $326,028 with the Lender (the “Credit Facility”). There was $372,335 outstanding under this agreement as of September 30, 2025.

  

On September 2024 and November 2024 the Company also entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and with Timeless Funding LLC (the “Lender”). The Loan and Security Agreement provided a loan of $325,000 and $340,000, with the gross and interest amount of $172,250 and $173,400 respectively with the Lender (the “Credit Facility”). There was $497,188 and $311,713 respectively outstanding under this agreement as of September 30, 2025.

 

There were related party advances from our Director, Robert Nistico, in the amount of approximately $0.4 million outstanding as of September 30, 2025 and approximately $0.4 million as of December 31, 2024. Mr. Nistico has asserted that interest is owed on these advances; however, the Company and Mr. Nistico have not yet reached agreement on the applicable interest rate or the amount of any interest that may be due, and the balances noted above do not include any interest.

 

In June 2025, the Company issued 1,000 shares of Preferred A Stock to Robert Nistico, Director, a related party. Preferred A is super voting preferred, not convertible into common stock. Mr. Nistico is the sole holder of Preferred A

 

In September 2025, the Board of Directors approved the prepayment of approximately $146,000 representing ninety (90) days of compensation for the Company’s Chief Financial Officer and Controller, authorized by unanimous written consent of independent directors. Following the Chief Financial Officer’s resignation, the unearned portion of the prepayment was offset against the CFO’s accrued and unused vacation balance, resulting in a remaining net amount of approximately $8,000 payable to the CFO. The remaining prepaid balance is reflected in “Prepaid Expenses” as of September 30, 2025.

 

On July 31, 2025 as subsequently modified, the Company’s Board of Directors granted 750,000 five-year Warrants to each director, exercisable at $0.80 per share. In addition, our President received a grant of 750,000 Warrants and our Chief Financial Officer received a grant of 1,000,000 Warrants with identical terms. We also granted certain employees a total of 400,000 Warrants with identical terms other than vesting. All warrants are fully vested except those granted to our Directors and Former Chief Executive Officer, Robert Nistico. Mr. Nistico’s 750,000 will vest only upon achievement of defined performance and continued service objectives.