Quarterly report [Sections 13 or 15(d)]

Related ???Party??? Transactions

v3.25.1
Related ​Party​ Transactions
 3 Months Ended
Mar. 31, 2025
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 March 31, 2025) was appointed to the Board of Directors effective as of January 2, 2024.

Marshall Gramm, who is a family member of Mr. Jefferson Gramm, owns four franchise licenses. One license was sold to Mr. Marshall Gramm in December 2020 for $39,900 and three licenses were transferred from other franchisees in June 2022 to Mr. Marshall Gramm for a transfer fee of $15,000 each plus prorated franchise license fees of $17,706 total (which reflects the $15,000 transfer fee plus a license fee calculated pro-rata to extend the existing license term to 10-years from the date of transfer per the Company's Franchise Disclosure Document).

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.

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 March 31, 2025, the remaining balance on the unsecured loan was $270,800.