DEBT | NOTE 8 — DEBT Total debt of the Company was as follows as of September 30, 2023 and December 31, 2022: Schedule of debt Debt Type September 30, December 31, Convertible notes payable $ 5,150,000 $ 5,050,000 Convertible note payable - fair value option 350,000 343,556 Non-convertible promissory notes 3,910,859 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) 5,715,887 2,867,592 Total debt $ 19,234,619 $ 13,737,981 Less current portion of debt (4,341,362 ) (4,277,697 ) Noncurrent portion of debt $ 14,893,257 $ 9,460,284 The table below details the maturity dates of the principal amounts for the Company’s debt as of September 30, 2023: Schedule of future annual contractual principal payment commitments of debt Debt Type Maturity Date 2023 2024 2025 2026 2027 Thereafter Convertible notes payable Between October 2024 and March 2030 $ — $ 1,300,000 $ 800,000 $ 450,000 $ 2,600,000 $ 500,000 Non-convertible promissory notes Between November 2023 and March 2029 380,859 500,000 400,000 — — 2,630,000 Non-convertible promissory notes - Socialyte September 2023 3,000,000 — — — — — Term loan September 2028 237,479 997,473 1,083,866 1,176,307 1,276,631 1,028,244 Loans from related party December 2026 — — — 1,107,873 — — $ 3,618,338 $ 2,797,473 $ 2,283,866 $ 2,734,180 $ 3,876,631 $ 4,158,244 Convertible Notes Payable On January 9, 2023, January 13, 2023 and June 15, 2023, the Company issued three convertible notes payable in the aggregate amount of $ 1,000,000 10 2.50 2.00 5,150,000 5,050,000 The Company recorded interest expense related to these convertible notes payable of $ 128,750 80,278 414,880 215,278 413,764 199,445 On June 8, 2023, the holder of two convertible notes converted the aggregate principal balance of $ 900,000 450,000 2.00 9,500 Convertible Note Payable at Fair Value The Company had one convertible promissory note outstanding with aggregate principal amount of $ 500,000 The Company had a balance of $ 350,000 343,556 There was no 45,642 (6,444) 577,522 The Company recorded interest expense related to these convertible notes payable at fair value of $ 9,863 29,589 29,589 Nonconvertible Promissory Notes On February 22, 2023, the Company issued an unsecured nonconvertible promissory note in the amount of $ 2,215,000 2,215,000 415,000 415,000 3,910,859 10 As of September 30, 2023 and December 31, 2022, the Company had a balance of $ 380,859 868,960 3,530,000 500,000 During the nine months ended September 30, 2023, one unsecured nonconvertible promissory note amounting to $ 400,000 The Company recorded interest expense related to these nonconvertible promissory notes of $ 93,142 22,719 238,195 70,996 215,111 73,217 Nonconvertible promissory note - 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 The Socialyte Purchase Agreement allows the Company to offset a working capital deficit against the Socialyte Promissory Note. As such, on June 30, 2023, the Company deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the Socialyte Seller. The Company recorded interest expense related to the Socialyte Promissory Note of $ 30,000 95,000 Credit and Security Agreement In connection with the Socialyte Purchase discussed in Note 4, Socialyte, with MidCo entered into a Credit and Security Agreement with BankProv (“Credit Agreement”), which included a $ 3,000,000 500,000 5,000 875 The Credit Agreement contained financial covenants that require 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 had a term of five years, with a maturity date of November 14, 2027. The Company was required to 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 was paid in full. Any remaining unpaid principal balance, including accrued and unpaid interest and fees, if any was to be due and payable in full on November 14, 2027, its maturity date. Interest on the Term Loan was to be payable on a monthly basis. Interest was computed on the basis of a three hundred sixty (360) day year, for the actual number of days elapsed. Default interest was to be charged in accordance with the terms of the Term Loan. During the nine months ended September 30, 2023, the Company made payments of $ 479,745 158,316 Revolver During both the three and nine months ended September 30, 2023, the Company drew $400,000 from the Revolver, which was repaid on September 29, 2023 as part of the Refinancing Transaction discussed below, therefore, as of September 30, 2023, there were no amounts outstanding under the Revolver. When drawn, the outstanding principal balance of the Revolver accrued interest from the date of the draw of the greater of (i) 5.50 0.75 Refinancing Transaction On September 29, 2023, the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”) in which the existing Credit Agreement with BankProv was repaid (the “Refinancing Transaction”). The BankUnited Loan Agreement includes: (i) $ 5,800,000 750,000 400,000 Interest on the BKU Term Loan accrues at 8.10% fixed rate per annum. Principal and interest on the BKU Term Loan shall be payable on a monthly basis based on a 5-year amortization. Interest on the BKU Line of credit is payable on a monthly basis, with all principal due at maturity. The BKU Commercial Card payment is due in full at the end of each bi-weekly billing cycle. The BankUnited Credit Facility contains financial covenants tested semi-annually on a trailing twelve-month basis that require the Company to maintain a minimum debt service coverage ratio of 1.25:1.00 and a maximum funded debt/EBITDA ratio of 3.00:1.00. In addition, the BankUnited Credit Facility contains a liquidity covenant that requires the Company to hold a cash balance at BankUnited with a daily minimum deposit balance of $ 1,500,000 The Refinancing Transaction was accounted for as an extinguishment of debt. In connection with this extinguishment, the Company incurred a prepayment penalty of $ 79,286 91,859 |