Quarterly report pursuant to Section 13 or 15(d)

Related ???Party??? Transactions

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Related ​Party​ Transactions
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related ​Party​ Transactions Related Party Transactions
Mr. Jefferson Gramm, Managing Partner of Bandera Partners LLC who is a beneficial holder of more than 5% of our outstanding common stock (approximately 26% as of September 30, 2024) was appointed to the Board of Directors effective as of January 2, 2024.
In December 2020, we sold two franchise licenses at $39,900 and $29,900 each (which reflects the $10,000 multi-unit discount for the second license per the Franchise Disclosure Document) to Marshall Gramm, who is a family member of Mr. Jefferson Gramm. In April 2020 and 2021, we sold two franchise licenses at $39,900 and $29,900, respectively (which reflects the $10,000 multi-unit discount for the second license per the Franchise Disclosure Document), to a franchisee of which Mr. Jefferson Gramm is a 50% co-partner in the business.

These transactions involved terms no less favorable to us than those that would have been obtained in the absence of such affiliation. Although we have no way of estimating the aggregate amount of franchise fees, royalties, advertising fund fees, IT related income and computer software fees that these franchisees will pay over the life of the franchise licenses, the franchisees affiliated with Mr. Gramm are subject to such fees under the same terms and conditions as all other franchisees. For the three months ended September 30, 2024 and 2023, these franchisees affiliated with Mr. Gramm paid $34,215 and $31,087, respectively, for such royalties and other fees. For the nine months ended September 30, 2024 and 2023, these franchisees affiliated with Mr. Gramm paid $102,080 and $89,607, respectively, for such royalties and other fees.

In October 2020, Mr. Gramm loaned approximately $370,000 to an unaffiliated franchisee that owns and operates one franchise clinic. The loan is not secured by the assets of the business and there are no foreclosure rights. As of September 30, 2024, the remaining balance on the unsecured loan was $270,800.

As of the three months ended September 30, 2024, as presented on the face of the balance sheet at September 30, 2024, the Company owes Mr. Gramm $375,000. The payable is a result of professional service costs incurred by the Company and initially paid by Mr. Gramm during the confidential chief executive search. These costs were fully reimbursed to Mr. Gramm on October 31, 2024.