{"url_path":"/sec/kcrd/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1696025/0001477932-26-003300-index.html","accession_number":"0001477932-26-003300","cik":"0001696025","ticker":"KCRD","issuer_name":"Kindcard, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1696025/0001477932-26-003300-index.html","primary_entity_key":"0001696025","primary_entity_name":"Kindcard, Inc."},"word_count":476,"has_tables":true,"body_markdown":"**ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**\n\n \n\nThe following includes a summary of transactions since the beginning of the 2026 fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of their total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.\n\n \n\n**Transactions with Related Persons**\n\n \n\nDuring the year ended January 31, 2026, our CEO, Michael Rosen, paid Company expenses in the aggregate amount ($85,241) on behalf of the Company. The total amount owed by the Company to our CEO as of January 31, 2026 was $306,527 and January 31, 2025 was $391,768.\n\n \n\n \n\n23\n\n*Table of Contents*\n\n \n\nOn September 15, 2023, the Company issued a 1% Convertible Promissory Note in the amount of $296,498 (the “Note”) to RMR Management Group LLC (“RMR”) in exchange for full and final settlement of an aggregate amount of $296,498 previously loaned by RMR to the Company. The Note was amended to reduce the Note balance by $121,600 Settlement and Release Agreement on January 29, 2026. The Note is convertible at the RMR’s option into shares of common stock of the Company at a per share conversion price of $0.01. As of January 31, 2026, $3,875 in interest has been accrued. RMR is a company owned and controlled by the Company’s CEO.\n\n \n\nAt no time during the last two fiscal years has any executive officer, director or any member of these individuals’ immediate families, any corporation or organization with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serves as a trustee or in a similar capacity or has a substantial beneficial interest been indebted to the Company.\n\n \n\n**Procedures for Approval of Related Party Transactions**\n\n \n\nOur Board of Directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.\n\n \n\n**Director Independence**\n\n \n\nOur Board of Directors has undertaken a review of its composition and the independence of each director. Based on the review of each director’s background, employment and affiliations, including family relationships, the Board of Directors has determined that there are no “independent directors” under the rules and regulations of the SEC."}