{"url_path":"/sec/sund/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Directors Independence**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1171838/0001493152-26-031046-index.html","accession_number":"0001493152-26-031046","cik":"0001171838","ticker":"SUND","issuer_name":"Sundance Strategies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1171838/0001493152-26-031046-index.html","primary_entity_key":"0001171838","primary_entity_name":"Sundance Strategies, Inc."},"word_count":1265,"has_tables":true,"body_markdown":"**ITEM\n13: Certain Relationships and Related Transactions, and Directors Independence**\n\n \n\n**Review\nand Approval of Related Person Transactions**\n\n \n\nBefore\nengaging in a related person transaction, the transaction is presented to non-interested board members for approval. In considering related\nperson transactions, the non-interested board members are guided by their fiduciary duty to our stockholders. The Board of Directors\ndoes not have any written or oral policies or procedures regarding the review, approval and ratification of transactions with related\nperson. Additionally, each of our directors and executive officers are required to annually complete a directors’ and officers’\nquestionnaire that elicits information about related person transactions. Approval of a related person transaction is provided either\nverbally or in writing.\n\n \n\n**Related\nPerson Transactions**\n\n \n\nOther\nthan as described below, there were no material transactions, or series of similar transactions, during our last two fiscal years, or\nany currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party,\nin which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed\nfiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially\nmore than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest,\nexcept as stated below.\n\n \n\n38\n\n \n\n \n\nAs\nof March 31, 2026, and 2025, the Company had borrowed $3,298,747 and $3,290,058, respectively, excluding accrued interest, from related\nparties. The interest associated with the Notes Payable, Related Party of $1,883,971 and $1,544,678 is recorded on the balance sheet\nas an Accrued Expense obligation at March 31, 2026 and March 31, 2025, respectively.\n\n \n\n**Warrants\nto Purchase Common Stock**\n\n \n\nThe\nCompany’s related party lenders consist of: Kraig Higginson, the Chairman of the Board of Directors and a stockholder, Radiant\nLife, LLC and Mr. Dickman, a board member and stockholder. These holders of the related party unsecured promissory notes, hold agreements\nthat provide each related party with common stock warrants upon the lender’s extension of a maturity due date or upon the loaning\nof additional monies. The number of warrants issued for an extension is based on the following formula: for extensions occurring on or\nbefore March 31, 2024, 10,000 warrants per month the due date is extended plus 1 warrant for every $2 of the principal balance outstanding\n(not including interest) at the time of the extension (rounded to the nearest whole warrant), for extensions occurring after March 31,\n2024, 20,000 warrants per month the due date is extended plus 1 warrant for every $1 of the principal balance outstanding (not including\ninterest) at the time of the extension (rounded to the nearest whole warrant). Upon the loaning of additional monies, the lender will\nalso require 2 warrants for each dollar loaned. All warrants issued under these terms vested immediately upon issuance, have an exercise\nprice approximately equivalent to the fair value of the Company’s common stock on the date of grant, and expire 5 years from the\ndate of issuance.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company issued 1,664,550 warrants to the Chairman of the Board of Directors in conjunction with an\nextension of the maturity dates during the period per the terms outlined above. The exercise price of these warrants was $0.41. The value of\nthe warrants on the date of grant, as calculated by the Black-Scholes-Merton valuation model was $242,791. The inputs used in this calculation\nincluded a fair value of the underlying common stock of $0.25 per share, a risk-free of 3.74%, volatility of 81.93%, and a dividend rate\nof 0%.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company issued 2,687,705 warrants to Radiant Life, LLC in conjunction with an extension of the maturity\ndates during the period per the terms outlined above. The exercise price of these warrants was $0.41. The value of the warrants on the date\nof grant, as calculated by the Black-Scholes-Merton valuation model was $576,773. The inputs used in this calculation included a fair\nvalue of the underlying common stock between $0.25 and $0.409 per share, a risk-free between 3.72% and 3.81%, volatility between 82.13\nand 82.79%, and a dividend rate of 0%.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company issued 1,166,000 warrants to Mr. Dickman in conjunction with an extension of the maturity\ndates during the period per the terms outlined above. The exercise price of these warrants was $0.41. The value of the warrants on the date\nof grant, as calculated by the Black-Scholes-Merton valuation model was $170,404. The inputs used in this calculation included a fair\nvalue of the underlying common stock of $0.25 per share, a risk-free of 3.72%, volatility of 82.13%, and a dividend rate of 0%.\n\n \n\nDuring\nthe year ended March 31, 2026, the Company issued 17,378 warrants to Radiant Life, LLC in conjunction with monies borrowed during the period (see Note 6)\nper the terms outlined above. The exercise price of these warrants was $0.41. The value of the warrants on the date of grant, as calculated\nby the Black-Scholes-Merton valuation model was $4,778. The inputs used in this calculation included a fair value of the underlying common\nstock of $0.409 per share, a risk-free of 3.78%, volatility of 81.58% and a dividend rate of 0%.\n\n \n\nDuring\nthe year ended March 31, 2025, the Company issued 1,544,550 warrants to the Chairman of the Board of Directors in conjunction with an\nextension of the maturity dates during the period (see Note 8 to the financial statements included in this report) per the terms outlined\nabove.\nThe exercise price of these warrants was $0.41. The value of the warrants on the date of grant, as calculated by the Black-Scholes-Merton\nvaluation model was $435,199. The inputs used in this calculation included a fair value of the underlying common stock of $0.409 per\nshare, a risk-free of 4.43%, volatility of 83.74%, and a dividend rate of 0%.\n\n \n\n39\n\n \n\n \n\nAs\nof March 31, 2026, and 2025, the Company held outstanding warrants to related parties totaling 14,435,002 and 10,686,123\nrespectively. As of March 31, 2026, 220,000 of these warrants have an exercise price of $0.05, 9,115,212 of these warrants have an\nexercise price of $0.41, 5,049,790 have an exercise price of $1.05, and 50,000 of these warrants have an exercise price of $2.00 per\nshare. All warrants have a five-year life as of the date of grant and expire between August 2026 and January 2031.\n\n \n\nThe\nshares of common stock issuable upon exercise of the warrants are not registered with the Commission and the holders of the warrants\ndo not have registration rights with respect to the warrants or the underlying shares of common stock.\n\n \n\n**Parents**\n\n \n\nWe\nhave no parents.\n\n \n\n**Director\nIndependence**\n\n \n\nThe\nBoard has determined that of the current directors, Messrs. Higginson, Dickman and Quesenberry would qualify as independent directors\nas that term is defined in the listing standards of The NASDAQ Capital Market if we were listed on The NASDAQ Capital Market. Such independence\ndefinition includes a series of objective tests, including that the director is not an employee of the Company and has not engaged in\nvarious types of business dealings with the Company. As Mr. Pearson is also employed by the Company, the Board has determined that Mr.\nPearson is not currently independent. Although the Company’s common stock is not listed on The NASDAQ Capital Market, the Company\nhas applied The NASDAQ Capital Market independence rules to make its independence determinations."}