DEBT | NOTE 8 — DEBT Total debt of the Company was as follows as of March 31, 2023 and December 31, 2022: Schedule of debt Debt Type March 31, December 31, Convertible notes payable $ 5,850,000 $ 5,050,000 Convertible note payable - fair value option 354,000 343,556 Non-convertible promissory notes 3,555,321 1,368,960 Non-convertible promissory notes – Socialyte 3,000,000 3,000,000 Loans from related party (see Note 9) 1,107,873 1,107,873 Term loan, net of debt issuance costs (see Note 12) 2,765,284 2,867,592 Total debt $ 16,632,478 $ 13,737,981 Less current portion of debt (4,249,553 ) (4,277,697 ) Noncurrent portion of debt $ 12,383,925 $ 9,460,284 The table below details the maturity dates of the principal amounts for the Company’s debt as of March 31, 2023: Schedule of future annual contractual principal payment commitments of debt Debt Type Maturity Date 2023 2024 2025 2026 2027 Thereafter Convertible notes payable Ranging between June 2023 and March 2030 $ — $ 2,200,000 $ 800,000 $ 450,000 $ 2,400,000 $ 500,000 Nonconvertible promissory notes Ranging between June 2023 and December 2023 (1) 840,321 500,000 — — 2,215,000 — Nonconvertible promissory notes - Socialyte Ranging between June and September 2023 3,000,000 — — — — — Term loan November 14, 2027 306,553 408,737 408,737 408,737 1,232,644 — Loans from related party December 2026 — — — 1,107,873 — — $ 4,146,874 $ 3,108,737 $ 1,208,737 $ 1,966,610 $ 5,847,644 $ 500,000 (1) Pursuant to the terms of one of the nonconvertible promissory notes, the Company makes monthly payments of principal and interest. This note matures on December 2023; however, the amounts in the 2023 column represent principal payments to be made during the remainder of 2023. Convertible Notes Payable On January 9, 2023 and January 13, 2023, the Company issued two convertible notes payable in the aggregate amount of $ 800,000 10 2.50 2.00 5,850,000 5,050,000 The Company recorded interest expense related to convertible notes payable of $ 144,556 67,500 137,597 50,833 Convertible Note Payable at Fair Value The Company has one convertible promissory note outstanding with aggregate principal amount of $ 500,000 The Company had a balance of $ 354,000 343,556 The Company recorded a loss in fair value of $ 10,444 287,858 The Company recorded interest expense related to the convertible note payable at fair value of $ 9,863 Nonconvertible Promissory Notes On February 22, 2023, the Company issued an unsecured promissory note in the amount of $ 2,215,000 2,215,000 3,555,321 10 March 2028 As of March 31, 2023 and December 31, 2022, the Company had a balance of $ 840,321 868,960 2,715,000 500,000 The Company recorded interest expense related to these nonconvertible promissory notes of $ 56,585 24,884 34,264 31,659 Nonconvertible unsecured promissory notes - Socialyte Promissory Note As discussed in Note 4, as part of the Socialyte Purchase, the Company entered into the Socialyte Promissory Note amounting to $ 3,000,000 1,500,000 1,500,000 Credit and Security Agreement In connection with the Socialyte Acquisition discussed in Note 4, Socialyte, with MidCo entered into a Credit and Security Agreement with BankProv (“Credit Agreement”), which includes a $ 3,000,000 0.5 5,000 875 The Credit Agreement contains financial covenants that require the Socialyte to maintain: (1) a quarterly minimum debt service ratio of 1.25:1.00; (2) a quarterly senior funded debt to EBITDA (as defined in the Credit Agreement) not to exceed 3.00:1.00 and (3) quarterly total funded debt to EBITDA (as defined in the Credit Agreement) not to exceed 5.00:1.00, as well as the Company to maintain a minimum liquidity of $ 1,500,000 Term Loan The Term Loan has a term of five years, with a maturity date of November 14, 2027. The Company shall repay the Term Loan through 60 consecutive monthly payments of principal (based upon a straight-line amortization period of 84 months, based on the principal amount outstanding, plus interest at an annual rate of 7.37%, commencing on December 14, 2022, and continuing on the corresponding day of each month thereafter until it is paid in full. Any remaining unpaid principal balance, including accrued and unpaid interest and fees, if any) shall be due and payable in full on November 14, 2027, its maturity date. Interest is calculated on the basis of actual days elapsed and a three hundred sixty (360) day year. Interest on the Term Loan shall be payable on a monthly basis. Interest shall be computed on the basis of a three hundred sixty (360) day year, for the actual number of days elapsed. Default interest shall be charged in accordance with the terms of the Term Loan. During the three months ended March 31, 2023, the Company made a payment of $ 161,204 54,061 2,765,284 Revolver There is no amount drawn on the Revolver as of March 31, 2023 and no amounts were drawn during the three months ended March 31, 2023. When drawn, the outstanding principal balance of the revolver shall accrue interest from the date of the draw of the greater of (i) 5.50 0.75 |