Notes Payable | 11. Notes Payable On July 14, 2021, SG DevCorp, a subsidiary of the Company, issued a Real Estate Lien Note, in the principal amount of $ (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on the Company's 50 + acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,948,234 after fees. The Short-Term Note has a term of one twelve nine 9 If the Short-Term Note is prepaid prior to nine 9 0.5 % prepayment penalty is due. The Company capitalized $ 0 during the year ended December 31, 2023 835 20 The Company capitalized $20,000 in interest charges and $4,134 in debt issuance costs as of December 31, 2022 835 20 On July 14, 2022, the Company entered into a renewal and extension of the Short-Term Note, with a maturity date of January 14, 2023 and all other terms remaining the same. On September 8, 2022, the Company entered into a Second Real Estate Lien Note, in the principal amount of $500,000, with similar terms to the Short-Term Note (“Second Short-Term Note”). The Second Short-Term Note has a maturity date of January 14, 2023. On March 31, 2023, LV Peninsula Holding LLC (“LV Peninsula”), a Texas limited liability company and wholly owned subsidiary of SG DevCorp, pursuant to a Loan Agreement, dated March 30, 2023 (the “Loan Agreement”), issued a promissory note, in the principal amount of $5,000,000 (the “LV Note”), secured by a Deed of Trust and Security Agreement, dated March 30, 2023 (the “Deed of Trust”) on the Lake Travis project site in Lago Vista, Texas, a related Assignment of Contract Rights, dated March 30, 2023 (“Assignment of Rights”), on the project site in Lago Vista, Texas and McLean site in Durant, Oklahoma and a Mortgage, dated March 30, 2023 (“Mortgage”), on its site in Durant, Oklahoma. The proceeds of the LV Note were used to pay off the Short-Term Note and Second Short-Term Note. The LV Note requires monthly installments of interest only, is due on April 1, 2024 and bears interest at the prime rate as published in the Wall Street Journal (currently 8.0%) plus five and 50/100 percent (5.50%), currently equaling 13.5%; provided that in no event will the interest rate be less than a floor rate of 13.5%. On October 29, 2021, SG Echo, a subsidiary of the Company, entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $ 750,000 to be used for renovation improvements related to the Company's second manufacturing facility and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the “Forgivable Note”). The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided, if no event of default has occurred under the Forgivable Note or Loan Agreement, one -third ( 1 / 3 ) of the balance of the Forgivable Note will be forgiven on April 29, 2027, one -half ( 1 / 2 ) of the balance of the Forgivable Note will be forgiven on April 29, 2028, and the remainder of the balance of the Forgivable Note will be forgiven on April 29, 2029. The Loan Agreement includes a covenant by SG Echo to employ a minimum of 75 full-time employees in Durant Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG Echo 24 months to comply with the provision. In August 2022, SG DevCorp entered into a $148,300 promissory note (“ 2022 2022 2022 During the year ended December 31, 2023, such note was extend one On February 7, 2023, the Company closed a private placement offering (the “Offering”) of One One 1,100,000.00 8 Five 500,000 (25,000 shares as adjusted for the May Stock Split), One One One 1,000,000 ten 10 year ended December 31, 2023 One (25,446 shares as adjusted for the May Stock Split),. Such conversion was within the terms of the agreement with no gains or losses recognized on the transactions. In connection with the Offering the Company paid $ 15,000 One 50,000 One One The Debenture matures twelve months 8 1.50 ($30 as adjusted for the May Stock Split), 0.40 ($8 as adjusted for the May Stock Split), per share, The Debenture is redeemable by the Company at a redemption price equal to 110 % of the sum of the principal amount to be redeemed plus accrued interest, if any. So long as the Debenture is outstanding, upon any issuance by the Company of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the holder of the Debenture, then the Company shall notify the holder of such additional or more favorable term and such term, at holder’s option, will become a part of the transaction documents with the holder. In no event will the holder be entitled to convert any portion of the Debenture in excess of that portion which would result in beneficial ownership by the holder and its affiliates of more than 4.99 % of the outstanding shares of common stock, unless the holder delivers to the Company written notice at least sixty-one 61 ) days prior to the effective date of such notice that the provision be adjusted to 9.99 %. While the Debenture is outstanding, if the Company receives cash proceeds of more than $ 1,000,000 two 2 ) business days of Company’s receipt of such proceeds, inform the holder of such receipt, following which the holder shall have the right in its sole discretion to require the Company to immediately apply up to 50 % of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company) after the Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture. Upon the occurrence of certain events of default specified in the Debenture, such as a failure to honor a conversion request, failure to maintain the Company’s listing, the Company’s failure to comply with its obligations under Securities Exchange Act of 1934 60 110 18 The Peak Warrant expires five years 500,000 (25,000 shares as adjusted for the May Stock Split), 2.25 ($45 as adjusted for the May Stock Split), 0.40 The number of shares of the Company’s common stock that may be issued upon conversion of the Debenture and exercise of the Peak Warrant, and inclusive of the Commitment Shares and any shares issuable under and in respect of the equity purchase agreement, dated February 7, 2023 between the Company and Peak One 19.99 2,760,675 (138,034 shares as adjusted for the May Stock Split), The Company incurred $ 80,000 278,239 76,000 year ended December 31, 2023 73,333 416,386 December 31 2023 6,667 37,853 On May 16, 2023, SG Building, entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building sold to Cedar $ 710,500 500,000 25,375 week 710,500 25,000 As of December 31, 2023, there was no outstanding balance on this advance. ember 31 2023 10,713 On September 26, 2023, SG Building and Cedar entered into a second Cash Advance Agreement pursuant to which SG Building sold to Cedar $ 1,171,500 825,000 41,800 1,171,500 As of December 31, 2023, the outstanding balance was $424,454 on this advance. On November 20, 2023, SG Building entered into a third cash advance agreement with Cedar pursuant to which SG Building sold to Cedar $511,200 of its future receivables for a purchase price of $360,000, less underwriting fees and expenses paid, for net funds provided of $342,200. Cedar is expected to withdraw $20,300 a week directly from SG Building’s bank account until the $511,200 due to Cedar under the cash advance agreement is paid. In the event of a default (as defined in the cash advance agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement. SG Building ’s obligations under the cash advance agreement have been guaranteed by SG Echo. As of December 31, 2023, the outstanding balance was $302,817 on this advance. In connection with the exercise of its option to acquire 19 56,775 101 1,750,000 1,500,000 The Secured Note bears interest at 23 June 1, 2025 3 occurrence of an Event of Default (as defined in the Secured Promissory Note), the default interest rate will be 28% per annum, or the maximum legal amount provided by law, whichever is greater. The Factoring Agreement provides that upon acceptance of an account receivable for purchase eighty 80 one 95 100 1.95 twenty-five 25 one 25 100 1.25 fifteen 15 one 50 100 1.50 fifteen 15 sixty 60 three 90 100 3.90 twenty-five 25 two 50 100 2.50 fifteen 15 The Factoring Agreement provides that SG Echo will also pay a transactional administrative fee of $ 50.00 0.25 As security for the payment and performance of SG Echo’s present and future obligations to SouthStar under the Factoring Agreement, SG Echo granted to SouthStar a first priority security interest in all of SG Echo’s presently-owned and hereafter-acquired personal and fixture property, wherever located, including, without limitation, all accounts, goods, chattel paper, inventory, equipment, instruments, investment property, documents, deposit accounts, commercial tort claims, letters-of-credit rights, general intangibles including payment intangibles, patents, software trademarks, trade names, customer lists, supporting obligations, all proceeds and products of the foregoing. The Factoring Agreement has an initial term of thirty-six 36 sixty 60 ninety 90 thirty-six 36 sixty 60 ninety 90 thirty-six 36 If SouthStar has not purchased accounts receivable in a quarterly period during any initial or renewal term which exceed fifty 50 250,000 thirty one 31 Pursuant to a Secured Continuing Corporate Guaranty, dated June 8, 2023 (the “Corporate Guaranty”), the Company has guaranteed SG Echo’s obligations to SouthStar under the Secured Note and Factoring Agreement. Pursuant to a Cross-Default and Cross Collateralization Agreement (the “Cross Default Agreement”), effective June 8, 2023, between SouthStar, SG Echo and the Company, SG Echo’s obligations under the Secured Note and Factoring Agreement are cross-defaulted and cross-collateralized such that any event of default under the Secured Note shall constitute an event of default under the Factoring Agreement at SouthStar’s election (and vice versa, any event of default under the Factoring Agreement shall constitute an event of default under the Secured Note at SouthStar’s election) and any collateral pledged to secure SG Echo’s obligations under the Secured Note shall also secure SG Echo’s obligations under the Factoring Agreement (and vice versa). SG Echo incurred $ 70,120 year ended December 31, 2023 17,535 December 31, 2023 , 52,585 On June 23 2023, SG DevCorp, entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $ 2,000,000 1,250,000 14 December 1, 2024 twelve -month 1,999,999 19.99 70,000 27,500 37,500 1,250,000 December 31, 2023 35,000 29.66 year ended December 31, 2023 57,569 December 31, 2023 633,262 On August 16, 2023, SG DevCorp secured an additional $500,000 in bridge funding from BCV S&G under the BCV Loan Agreement. On August 25, 2023, SG DevCorp and BCV S&G amended the BCV Loan Agreement (“Amendment No. 1 1 On September 11, 2023, SG DevCorp and BCV S&G amended the BCV Loan Agreement (“Amendment No. 2 2 On December 14, 2023, the Company entered into a promissory note with Paul Galvin, the Company’s Chairman and CEO, for $75,000 (“Galvin Note Payable”). As of December 31, 2023 and 2022 2023 2022 LV Note $ 5,000,000 $ 2,580,000 Loan Agreement 750,000 750,000 2022 148,300 148,300 Debenture 123,600 - Cash Advance Agreement 727,271 - Secured Note 1,750,000 - Overadvance 790,546 - BCV Loan Agreement 1,750,000 - Peak One 700,000 - G 75,000 - 11,814,717 3,478,300 Less: Debt discount and debt issuance costs (895,222 ) (80,000 ) 10,919,495 3,398,300 Less: current maturities (8,472,080 ) (2,648,300 ) $ 2,447,415 $ 750,000 |