DEBT | NOTE 4 - DEBT Convertible Notes Payable From January 24, 2023 to June 6, 2023, the Company entered into fourteen 14% convertible note payable agreements with proceeds totaling $2,564,950. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuances and are convertible at $3.20 per share of common stock. The conversion features were valued at $461,238 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. In connection with the convertible notes, the Company issued a total of 5,129,900 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $4,510,387 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities, the Company recorded additional debt discounts totaling $2,564,950. Included in the fourteen convertible notes payable is a 14% convertible note payable agreement with proceeds totaling $100,000 with the Company’s CEO issued on January 24, 2023. The convertible note requires quarterly interest payments with the principal due at maturity eighteen months from issuance and is convertible at $3.20 per share of common stock. The conversion feature was valued at $22,569 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. In connection with the convertible note, the Company issued 200,000 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $209,180 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities, the Company recorded a debt discount totaling $100,000. On June 30, 2023, the Company entered into a 14% convertible note payable agreement with proceeds totaling $50,000. The convertible note requires quarterly interest payments with the principal due at maturity eighteen months from issuance and is convertible at $3.20 per share of common stock. In connection with the note agreement, the Company issued a total of 100,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on June 30, 2025. At issuance, the warrants, valued at $65,389, represented approximately 57% of the total consideration received and resulted in additional discount on the note totaling $28,334 pursuant to ASC 470-20-30, “Debt”. The following table presents a summary of the Company’s convertible notes payable at June 30, 2023: Conversion Balances - At Issuance Balances - 6/30/2023 Origination Maturity Interest Rate Principal Discount Principal Discount 1/24/2023 7/24/2024 14 % $3.20/Share $ 100,000 $ 100,000 $ 100,000 $ 71,220 1/25/2023 7/25/2024 14 % $3.20/Share 74,975 74,975 74,975 53,650 1/30/2023 7/30/2024 14 % $3.20/Share 100,000 100,000 100,000 72,220 2/17/2023 8/17/2024 14 % $3.20/Share 1,000,000 1,000,000 1,000,000 749,998 3/7/2023 9/7/2024 14 % $3.20/Share 100,000 100,000 100,000 79,332 3/14/2023 9/10/2024 14 % $3.20/Share 250,000 250,000 250,000 201,333 3/27/2023 9/27/2024 14 % $3.20/Share 100,000 100,000 100,000 82,832 3/30/2023 9/30/2024 14 % $3.20/Share 79,975 79,975 79,975 66,645 4/6/2023 10/6/2024 14 % $3.20/Share 50,000 50,000 50,000 41,666 4/7/2023 10/7/2024 14 % $3.20/Share 400,000 400,000 400,000 333,334 5/5/2023 11/5/2024 14 % $3.20/Share 200,000 200,000 200,000 177,778 5/9/2023 11/9/2024 14 % $3.20/Share 50,000 50,000 50,000 45,722 5/12/2023 11/12/2024 14 % $3.20/Share 50,000 50,000 50,000 45,722 6/6/2023 12/6/2024 14 % $3.20/Share 10,000 10,000 10,000 9,444 6/30/2023 12/30/2024 14 % $3.20/Share 50,000 28,334 50,000 28,334 $ 2,614,950 $ 2,059,230 Notes Payable On May 29, 2020, Loyal received a $20,400 Economic Injury Disaster Loan through the Small Business Administration. The note bears interest at 3.75% until maturity in March 2050. The note requires $100 monthly payments beginning in May 2022 until maturity. On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. totaling $1,485,000, including an original issuance discount of $135,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023. On January 11, 2023, the Company and P&C Ventures, Inc. agreed to amend the January 11, 2022, note payable. The Company accounted for the amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. As part of the agreement, $78,929 in accrued and unpaid interest was added to the principal balance, bringing the total principal balance of the note payable to $1,563,929. Additionally, the interest rate and maturity date were amended to 14% and October 11, 2023, respectively. In connection with the amendment, the Company issued P&C Ventures, Inc. 3,127,858 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $3,309,045 and recorded as a derivative liability pursuant to the Company’s contract ordering policy and resulted in additional debt discounts totaling $1,563,929. The following table presents a summary of the Company’s notes payable at June 30, 2023: Balances - At Issuance Balances - 6/30/2023 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 11,536 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 36,767 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 12,293 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 20,367 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 13,302 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 13,302 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 14,318 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 29,920 11/7/2022 11/7/2023 7 % 200,000 220,000 - - 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 14,583 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 58,331 12/21/2022 12/21/2023 7 % 200,000 220,000 - - 1/11/2023 10/11/2023 14 % 1,563,929 1,563,929 1,563,929 608,194 $ 2,289,329 $ 832,913 The following table presents a summary of the Company’s notes payable at December 31, 2022: Balances - At Issuance Balances - 12/31/2022 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 1/11/2022 1/11/2023 10 % 1,350,000 934,128 1,485,000 38,922 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 21,424 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 66,185 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 22,133 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 35,643 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 23,274 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 23,274 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 24,422 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 49,866 11/7/2022 11/7/2023 7 % 200,000 220,000 235,400 192,499 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 22,917 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 91,667 12/21/2022 12/21/2023 7 % 200,000 220,000 235,400 210,833 $ 2,681,200 $ 823,059 Line of Credit On October 3, 2014, the Company entered into a $30,000 line of credit agreement with a former member of Loyal. The line of credit has no maturity with interest at 8.00%. As of June 30, 2023 and December 31, 2022, the outstanding principal and accrued interest totaled $30,808 and $42,130, respectively. Future Maturities The table below summarizes future maturities of the Company’s debt as of June 30, 2023: December 31, Amount 2023 $ 1,593,929 2024 3,319,950 2025 - 2026 - 2027 - Thereafter 20,400 4,934,279 Less - Discounts (2,892,143 ) $ 2,042,136 | NOTE 4 - DEBT SAFE Investments From 2015 to 2018, Correlate issued Simple Agreements for Future Equity (“SAFE”). The SAFE agreements have no maturity date and bear no interest. The SAFE agreements provide a right to the holder to future equity in Correlate in the form of SAFE Preferred Stock. SAFE Preferred Stock are shares of a series of Preferred Stock issued to the investor in an equity financing, having identical rights, privileges, preferences and restrictions as the shares of standard Preferred Stock offered to non-holders of SAFE agreements other than with respect to: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Safe price (price per share equal to the valuation capitalization divided by the total capitalization of Correlate); and (ii) the basis for any dividend rights, which will be based on the conversion price. The number of shares issued to the holder is determined by either (1) the face value of the SAFE agreement divided by the price per share of the standard preferred stock issued, if the pre-money valuation is less than or equal to the valuation capitalization (ranging from $3,000,000 and $6,000,000); or (2) a number of shares of SAFE Preferred Stock equal to the face value of the SAFE agreement divided by the price per share equal to the valuation cap divided by the total capitalization of the Company immediately prior to an equity financing event. Total capitalization of Correlate includes all shares of capital stock issued and outstanding and outstanding vested and unvested options as if converted. If there is a liquidity event (as defined in the SAFE agreements), the investor will, at their option, either (i) receive a cash payment equal to the face value of the SAFE agreement (“Purchase Amount”) or (ii) automatically receive from Correlate a number of shares of common stock equal to the Purchase Amount divided by the price per share equal to the valuation cap divided by the Liquidity Capitalization (“Liquidity Price”) (as defined in the SAFE agreements). If there are not enough funds to pay the holders of SAFE agreements in full, then all of Correlate’s available funds will be distributed with equal priority and pro-rata among the SAFE agreement holders in proportion to their Purchase Amounts and they will automatically receive the number of shares of common stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. If there is a dissolution event (as defined in the SAFE agreements), Correlate will pay an amount equal to the Purchase Amount, due and payable to the investor immediately prior to, or concurrent with, the consummation of the dissolution event. The Purchase Amount will be paid prior and in preference to any distribution of any of the assets of Correlate to holders of outstanding capital stock. If immediately prior to the consummation of the dissolution event, the assets of Correlate legally available for distribution to all SAFE holders, are insufficient to permit the payment to their respective Purchase Amounts, then all of the assets of Correlate legally available for distribution will be distributed with equal priority and pro-rata among the SAFE holders as a single class. The SAFE agreements will expire and terminate upon either (i) the issuance of shares to the investor pursuant to an equity financing event or (ii) the payment, or setting aside for payment, of amounts due to the investor pursuant to a liquidity or dissolution event. Correlate had approximately $175,000 of SAFE obligations outstanding as of January 1, 2021, with valuation caps ranging from $3,000,000 and $6,000,000. On December 23, 2021, in connection with the Correlate Exchange Agreement (Note 1) Correlate and the holders of the SAFE agreements converted the SAFE agreements under the liquidity event terms of the SAFE agreements through the issuance of 329,183 shares of Correlate’s common stock. A summary of Correlate’s SAFE Investments are as follows: Holder Date Balance at 12/23/2021 Valuation Cap Conversion Rate Conversion Shares Holder A (Note 7) 1/15/2015 $ 50,000 $ 3,000,000 $ 0.4177 119,703 Holder A (Note 7) 5/20/2016 50,000 $ 3,000,000 $ 0.4177 119,703 Holder B 3/16/2018 75,000 $ 6,000,000 $ 0.8354 89,777 $ 175,000 329,183 Notes Payable On May 29, 2020, Loyal received a $20,400 Economic Injury Disaster Loan through the Small Business Administration. The note bears interest at 3.75% until maturity in March 2050. The note requires $100 monthly payments beginning in May 2022 until maturity. On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. totaling $1,485,000, including an original issuance discount of $135,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023. In connection with the note agreement, the Company issued P&C Ventures, Inc., 2,700,000 warrants exercisable at $0.25 per share (Note 5). The warrants were fully vested at issuance and expire on July 11, 2023. The warrants, valued at approximately $1,958,000, represented approximately 59% of the total consideration received and resulted in an additional discount on the note totaling $799,128 pursuant to ASC 470-20-30, “Debt”. From July 29, 2022 to September 29, 2022, the Company entered into eight 10% note agreements totaling $580,000. The notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance. In connection with the note agreements, the Company issued a total of 580,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to September 29, 2024. The warrants, valued at approximately $842,000, represented approximately 59% of the total consideration received and resulted in an additional discount on the notes totaling $343,250 pursuant to ASC 470-20-30. Included in the note agreements is a note with the wife of the Company’s CEO, as further detailed in Note 7. On November 7, 2022 and December 21, 2022, the Company entered into two 7% note agreements totaling $440,000, including $400,000 in cash proceeds and $40,000 original issuance discount. Additionally, $15,400 in guaranteed interest was added to the principal balance at issuance. The notes, which have identical terms, each require ten monthly payments of $23,540 beginning 90 days from the issuance date with the final payment due at maturity twelve months from issuance. The note agreements contained a default provision meeting the definition of a derivative liability which had valuations totaling $355,860 at issuance. In connection with the note agreements, the Company issued a total of 300,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from November 7, 2024 to December 21, 2024. At issuance, the warrants, valued at $343,909, were recorded as derivative liabilities pursuant to the Company’s contract ordering policy. In total, the derivative liabilities associated with the two notes totaled $699,769 at issuance and resulted in additional debt discounts totaling $400,000. Further, the Company issued a total of 23,706 shares of common stock with a total value of $30,256 for financing costs and a total of 160,000 shares of common stock for returnable commitment shares. From November 9, 2022 to November 15, 2022, the Company entered into two 10% note agreements totaling $125,000. The notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance. In connection with the note agreements, the Company issued a total of 125,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to November 15, 2024. At issuance, the warrants, valued at $163,091, were recorded as derivative liabilities pursuant to the Company’s contract ordering policy and resulted in additional debt discounts totaling $125,000. Included in the note agreements is a note with the Company’s largest shareholder, as further detailed in Note 7. The following table presents a summary of the Company’s notes payable at December 31, 2022: Balances - At Issuance Balances - 12/31/2022 Origination Maturity Interest Rate Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 1/11/2022 1/11/2023 10 % 1,350,000 934,128 1,485,000 38,922 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 21,424 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 66,185 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 22,133 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 35,643 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 23,274 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 23,274 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 24,422 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 49,866 11/7/2022 11/7/2023 7 % 200,000 220,000 235,400 192,499 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 22,917 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 91,667 12/21/2022 12/21/2023 7 % 200,000 220,000 235,400 210,833 $ 2,475,400 $ 1,842,378 $ 2,681,200 $ 823,059 Line of Credit On October 3, 2014, the Company entered into a $30,000 line of credit agreement with a former member of Loyal. The line of credit has no maturity with interest at 8.00%. As of December 31, 2022 and 2021, the outstanding principal and accrued interest totaled $42,130 and $39,730, respectively. Future Maturities The table below summarizes future maturities of the Company’s debt as of December 31, 2022: December 31, Amount 2023 $ 1,985,800 2024 705,000 2025 - 2026 - 2027 - Thereafter 20,400 2,711,200 Less - Discounts (823,059 ) $ 1,888,141 |