Related Party Transactions |
12 Months Ended |
|---|---|
Sep. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions |
Note 15: Related Party Transactions
Transactions with Isaac Capital Group, LLC
Jon Isaac, the Company’s President and Chief Executive Officer, is the President and sole member of ICG, and accordingly has sole voting and dispositive power over the shares of the Company held by ICG. IGC controls approximately 67.4% of the outstanding voting power of our Company.
ICG Term Loan
Prior to its repayment during May 2025, the Company was a party to a term loan with ICG in the amount of $2.0 million (the “ICG Loan”). The ICG Loan matured on May 1, 2025 and previously accrued interest at a rate of 12.5% per annum, with interest payable in arrears on the last day of each month (see Note 10).
ICG Revolving Promissory Note
As of September 30, 2025, the Company was a party to a revolving credit facility with ICG in the amount of $12.0 million (the “ICG Revolver”). The ICG Revolver matures on April 8, 2030, bears interest at 12.0% per annum, and includes a $7.85 Fixed Conversion Price per share for obligations outstanding under the ICG Revolver (see Note 10).
ICG Flooring Liquidators Note
On January 18, 2023, in connection with the acquisition of Flooring Liquidators, Flooring Affiliated Holdings, LLC, a wholly owned subsidiary of the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of $5.0 million (“ICG Flooring Liquidators Loan”). The ICG Flooring Liquidators Loan matures on January 18, 2028, and bears interest at 12.0%. Interest is payable in arrears on the last day of each calendar month. The note is fully guaranteed by the Company (see Note 10).
ICG PMW Note
As of September 30, 2025, in connection with the Settlement Agreement of the PMW Seller Financed Loans, the Company was a party to a promissory note for the benefit of ICG. The ICG PMW Note matures on December 17,
2029, and bears interest at the contractual rate of 12.0% per annum. Interest is payable in arrears on the first business day of each month (see Note 10).
Transactions with ALT5 Sigma Corporation, formerly JanOne Inc.
Tony Isaac, a member of the Company's board of directors, and father of the Company's Chief Executive Officer, Jon Isaac, is the President and a director of ALT5 Sigma Corporation (“ALT5”), formerly JanOne Inc.
Lease Agreement
Customer Connexx LLC, formerly a subsidiary of ALT5, previously rented approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet. ALT5 paid the Company $117,000 and $194,000 in rent and other reimbursed expenses for years ended September 30, 2025 and 2024, respectively.
Transactions with Vintage Stock CEO
Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, Inc., a wholly owned subsidiary of the Company, is the sole member of Spriggs Investments, LLC (“Spriggs Investments”).
Spriggs Promissory Note I
On July 10, 2020, the Company executed a promissory note (the “Spriggs Promissory Note I”) in favor of Spriggs Investments that memorialized a loan by Spriggs Investments to the Company in the initial principal amount of $2.0 million (the “Spriggs Loan I”). On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan I, under which the maturity date was extended to July 31, 2025 (see Note 10).
Spriggs Promissory Note II
On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $1.0 million (the “Spriggs Loan II”). On July 30, 2025, the Company entered into a loan modification agreement of the Spriggs Loan II that extends the maturity date to July 31, 2026. All monthly payments under the original Spriggs Loan II remain in effect through the maturity date as amended. (see Note 10).
Transactions with Spyglass Estate Planning, LLC
Jon Isaac, the Company's President and Chief Executive Officer, is the sole member of Spyglass Estate Planning, LLC (“Spyglass”).
Building Leases
On July 1, 2022, in connection with its acquisition of Better Backers, Marquis entered into two building leases with Spyglass Estate Planning, LLC, a limited liability company whose sole member is Jon Isaac, the Company’s President and Chief Executive Officer. The building leases are for 20 years with two options to renew for an additional five years each. The provisions of the lease agreements include an initial 24-month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. The Company has evaluated each lease and determined the rent amounts to be at market rates.
Sellers Notes
The Company routinely enters into related-party seller notes in conjunction with its acquisitions. See Note 11 for the details related to existing seller notes.
|