| RELATED PARTY TRANSACTIONS |
NOTE 12—RELATED PARTY TRANSACTIONS
The following table sets forth information relating to our loans from related persons outstanding at any time during the year ended December 31, 2023 (in thousands except for conversion rate and share information):
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|
Class |
Lender |
|
Interest
Rate |
|
Date of
Loan |
|
Term of Loan |
|
Principal Amount Outstanding December 31, 2023 |
|
|
Highest
Principal
Outstanding |
|
|
Amount of
Principal
Repaid or
Converted
into Stock |
|
|
Amount of
Interest
Paid |
|
Promissory note payable - related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Willis Lee(2) |
|
12% |
|
10/29/2020 |
|
Due on Demand |
|
|
100 |
|
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
Soomi Niihara(1) |
|
12% |
|
12/7/2021 |
|
Due on Demand |
|
|
700 |
|
|
|
700 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
2/9/2022 |
|
Due on Demand |
|
|
350 |
|
|
|
350 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
2/15/2022 |
|
Due on Demand |
|
|
210 |
|
|
|
210 |
|
|
|
— |
|
|
|
— |
|
|
Soomi Niihara(1) |
|
10% |
|
2/15/2022 |
|
Due on Demand |
|
|
100 |
|
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
12% |
|
3/15/2022 |
|
Due on Demand |
|
|
150 |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
12% |
|
3/30/2022 |
|
Due on Demand |
|
|
150 |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
|
Wei Peu Zen(2) |
|
10% |
|
3/31/2022 |
|
Due on Demand |
|
|
200 |
|
|
|
200 |
|
|
|
— |
|
|
|
— |
|
|
Willis Lee(2) |
|
10% |
|
4/14/2022 |
|
Due on Demand |
|
|
45 |
|
|
|
45 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
5/25/2022 |
|
Due on Demand |
|
|
40 |
|
|
|
40 |
|
|
|
— |
|
|
|
— |
|
|
Yutaka and Soomi Niihara(1) |
|
12% |
|
7/27/2022 |
|
5 years |
|
|
402 |
|
|
|
402 |
|
|
|
— |
|
|
|
48 |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
8/15/2022 |
|
Due on Demand |
|
|
— |
|
|
|
50 |
|
|
|
50 |
|
|
|
2 |
|
|
Yutaka and Soomi Niihara(1) |
|
10% |
|
8/16/2022 |
|
5 years |
|
|
250 |
|
|
|
250 |
|
|
|
— |
|
|
|
25 |
|
|
Yutaka and Soomi Niihara(1) |
|
10% |
|
8/16/2022 |
|
5 years |
|
|
1,669 |
|
|
|
1,669 |
|
|
|
— |
|
|
|
167 |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
8/17/2022 |
|
Due on Demand |
|
|
50 |
|
|
|
50 |
|
|
|
— |
|
|
|
— |
|
|
Yutaka and Soomi Niihara(1) |
|
10% |
|
8/17/2022 |
|
Due on Demand |
|
|
— |
|
|
|
60 |
|
|
|
60 |
|
|
|
6 |
|
|
Seah Lim(2) |
|
6% |
|
9/16/2022 |
|
3 years |
|
|
— |
|
|
|
1,200 |
|
|
|
1,200 |
|
|
|
90 |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
10/20/2022 |
|
Due on Demand |
|
|
100 |
|
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
3/17/2023 |
|
Due on Demand |
|
|
100 |
|
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
Yutaka and Soomi Niihara(1) |
|
10% |
|
3/21/2023 |
|
Due on Demand |
|
|
127 |
|
|
|
127 |
|
|
|
— |
|
|
|
— |
|
|
Wei Peu Zen(2) |
|
60% |
|
12/1/2023 |
|
2 months |
|
|
700 |
|
|
|
700 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
Subtotal |
|
$ |
5,443 |
|
|
$ |
6,753 |
|
|
$ |
1,310 |
|
|
$ |
338 |
|
Convertible note payable - related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Wei Peu Zen(2) |
|
10% |
|
1/18/2023 |
|
1 - 2 years |
|
|
— |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
91 |
|
|
|
|
|
|
|
|
Subtotal |
|
$ |
— |
|
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
$ |
91 |
|
|
|
|
|
|
|
|
Total |
|
$ |
5,443 |
|
|
$ |
7,753 |
|
|
$ |
2,310 |
|
|
$ |
429 |
|
The following table sets forth information relating to our loans from related persons outstanding at any time during the year ended December 31, 2022 (in thousands except for conversion rate and share information):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class |
Lender |
|
Interest
Rate |
|
Date of
Loan |
|
Term of Loan |
|
Principal Amount Outstanding December 31, 2022 |
|
|
Highest
Principal
Outstanding |
|
|
Amount of
Principal
Repaid or
Converted
into Stock |
|
|
Amount of
Interest
Paid |
|
Current, Promissory note payable to related parties: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willis Lee(2) |
|
12% |
|
10/29/2020 |
|
Due on Demand |
|
$ |
100 |
|
|
$ |
100 |
|
|
|
— |
|
|
|
— |
|
|
Soomi Niihara(1) |
|
12% |
|
12/7/2021 |
|
Due on Demand |
|
|
700 |
|
|
|
700 |
|
|
|
— |
|
|
|
— |
|
|
Soomi Niihara(1) |
|
12% |
|
1/18/2022 |
|
Due on Demand |
|
|
— |
|
|
|
300 |
|
|
|
300 |
|
|
|
32 |
|
|
Yasushi Nagasaki(2) |
|
10% |
|
2/9/2022 |
|
Due on Demand |
|
|
— |
|
|
|
50 |
|
|
|
50 |
|
|
|
4 |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
2/9/2022 |
|
Due on Demand |
|
|
350 |
|
|
|
350 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
2/15/2022 |
|
Due on Demand |
|
|
210 |
|
|
|
210 |
|
|
|
— |
|
|
|
— |
|
|
Soomi Niihara(1) |
|
10% |
|
2/15/2022 |
|
Due on Demand |
|
|
100 |
|
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
George Sekulich(2) |
|
10% |
|
2/16/2022 |
|
Due on Demand |
|
|
— |
|
|
|
26 |
|
|
|
26 |
|
|
|
2 |
|
|
Soomi Niihara(1) |
|
10% |
|
3/7/2022 |
|
Due on Demand |
|
|
— |
|
|
|
200 |
|
|
|
200 |
|
|
|
15 |
|
|
Hope International Hospice, Inc.(1) |
|
12% |
|
3/15/2022 |
|
Due on Demand |
|
|
150 |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
12% |
|
3/30/2022 |
|
Due on Demand |
|
|
150 |
|
|
|
150 |
|
|
|
— |
|
|
|
— |
|
|
Wei Peu Zen(2) |
|
10% |
|
3/31/2022 |
|
Due on Demand |
|
|
200 |
|
|
|
200 |
|
|
|
— |
|
|
|
— |
|
|
Willis Lee(2) |
|
10% |
|
4/14/2022 |
|
Due on Demand |
|
|
45 |
|
|
|
45 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
5/25/2022 |
|
Due on Demand |
|
|
40 |
|
|
|
40 |
|
|
|
— |
|
|
|
— |
|
|
Yutaka and Soomi Niihara(1) |
|
12% |
|
7/27/2022 |
|
5 years |
|
|
402 |
|
|
|
402 |
|
|
|
— |
|
|
|
20 |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
8/15/2022 |
|
Due on Demand |
|
|
50 |
|
|
|
50 |
|
|
|
— |
|
|
|
— |
|
|
Yutaka and Soomi Niihara(1) |
|
10% |
|
8/16/2022 |
|
5 years |
|
|
250 |
|
|
|
250 |
|
|
|
— |
|
|
|
8 |
|
|
Yutaka and Soomi Niihara(1) |
|
10% |
|
8/16/2022 |
|
5 years |
|
|
1,669 |
|
|
|
1,669 |
|
|
|
— |
|
|
|
56 |
|
|
Hope International Hospice, Inc.(1) |
|
10% |
|
8/17/2022 |
|
Due on Demand |
|
|
50 |
|
|
|
50 |
|
|
|
— |
|
|
|
— |
|
|
Yutaka and Soomi Niihara(1) |
|
10% |
|
8/17/2022 |
|
Due on Demand |
|
|
60 |
|
|
|
60 |
|
|
|
— |
|
|
|
— |
|
|
Seah Lim(2) |
|
6% |
|
9/16/2022 |
|
3 years |
|
|
1,200 |
|
|
|
1,200 |
|
|
|
— |
|
|
|
— |
|
|
Hope International Hospice, Inc. |
|
10% |
|
10/20/2022 |
|
Due on Demand |
|
|
100 |
|
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
Subtotal |
|
|
5,826 |
|
|
|
6,402 |
|
|
|
576 |
|
|
|
137 |
|
Revolving line of credit agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yutaka Niihara(2) |
|
5.25% |
|
12/27/2019 |
|
Due on Demand |
|
|
— |
|
|
|
400 |
|
|
|
400 |
|
|
|
110 |
|
|
|
|
|
|
|
|
Subtotal |
|
|
— |
|
|
|
400 |
|
|
|
400 |
|
|
|
110 |
|
|
|
|
|
|
|
|
Total |
|
$ |
5,826 |
|
|
$ |
6,802 |
|
|
$ |
976 |
|
|
$ |
247 |
|
(1) Dr. Niihara, a former director, Chairman of the Board and Chief Executive Officer of the Company, is also a director and the Chief Executive Officer of Hope International Hospice, Inc.
(2) Officer or director.
(3) The rate varies with changes in the prime rate and does not give effect to the “tax gross-up” described in Note 7.
See Note 5 for a discussion of the sale of the Company's EJ Holdings shares to Niihara International, Inc., formed by Dr. Niihara and the related $25 million loan receivables from EJ Holdings.
See Note 8 for a discussion of the amendment to the previously issued warrant to Dr. Niihara.
See Notes 6 and 11 for a discussion of the Company’s distribution and supply agreements with Telcon, which holds 4,147,491 shares of the Company common stock, or approximately 6.7% of the common stock outstanding as of December 31, 2023. The Company holds an investment in a convertible bond of Telcon in the principal amount of KRW 23.6 billion, or approximately $21.0 million as of December 31, 2023, which matures on October 16, 2030 and bears interest at 2.1% a year, payable quarterly. See Note 5 for more information regarding the investment in convertible bond.
|