DEBT | NOTE 7 — DEBT Total debt of the Company was as follows as of September 30, 2024 and December 31, 2023: Schedule of debt Debt Type September 30, December 31, Convertible notes payable $ 5,100,000 $ 5,100,000 Convertible note payable - fair value option 300,000 355,000 Non-convertible promissory notes 3,880,000 3,880,000 Non-convertible promissory notes – Socialyte 3,000,000 3,000,000 Loans from related party 3,217,873 1,107,873 Revolving line of credit 400,000 400,000 Term loan, net of debt issuance costs 4,755,385 5,482,614 Total debt $ 20,653,258 $ 19,325,487 Less current portion of debt (4,945,151 ) (4,880,651 ) Noncurrent portion of debt $ 15,708,107 $ 14,444,836 The table below details the maturity dates of the principal amounts for the Company’s debt as of September 30, 2024: Schedule of future annual contractual principal payment commitments of debt Debt Type Maturity Date 2024 2025 2026 2027 2028 Thereafter Convertible notes payable Between October 2026 and March 2030 $ — $ — $ 1,750,000 $ 3,350,000 $ — $ 500,000 Non-convertible promissory notes Between November 2024 and March 2029 500,000 750,000 — — 2,215,000 415,000 Non-convertible promissory notes - Socialyte September 2023 (A) 3,000,000 — — — — — Revolving line of credit October 2, 2025 (mandatory 30-day annual clearing of the line of credit balance) — 400,000 — — — — Term loan September 2028 257,627 1,083,866 1,176,307 1,276,631 1,028,244 — Loans from related party Between December 2026 and June 2029 — — 1,107,873 — — 2,110,000 $ 3,757,627 $ 2,233,866 $ 4,034,180 $ 4,626,631 $ 3,243,244 $ 3,025,000 (A) As discussed below, The Socialyte Purchase Agreement (as defined below) allows the Company to offset a working capital deficit against the Socialyte Promissory Note (as defined below). As such, the Company deferred the installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. Convertible Notes Payable As of September 30, 2024, the Company has ten convertible notes payable outstanding. The convertible notes payable bear interest at a rate of 10% 5.00 2.00 5,100,000 The Company recorded interest expense related to these convertible notes payable of $ 127,500 128,750 382,750 414,880 382,750 413,764 Convertible Note Payable at Fair Value The Company had one convertible promissory note outstanding with a principal amount of $500,000 as of September 30, 2024, for which it elected the fair value option. As such, the estimated fair value of the note was recorded on its issue date. At each balance sheet date, the Company records the fair value of the convertible promissory note with any changes in the fair value recorded in the condensed consolidated statements of operations. The Company had a balance of $ 300,000 355,000 The Company recorded a loss in fair value of $ 10,000 no 55,000 6,444 The convertible note payable at fair value bears interest at a rate of 8% per annum. The Company recorded interest expense related to this convertible note payable at fair value of $ 9,863 29,589 29,589 Nonconvertible Promissory Notes As of September 30, 2024, the Company has outstanding unsecured nonconvertible promissory notes in the aggregate amount of $ 3,880,000 As of both September 30, 2024 and December 31, 2023, the Company had a balance of $ 900,000 500,000 2,980,000 3,380,000 The Company recorded interest expense related to these nonconvertible promissory notes of $ 97,000 93,142 291,000 238,195 291,000 215,111 Nonconvertible Unsecured Promissory Note - Socialyte Promissory Note In connection with the purchase agreement for the acquisition of Socialyte (“Socialyte Purchase Agreement”), the Company entered into a promissory note with the sellers of Socialyte (“the Socialyte Promissory Note”) amounting to $3,000,000. The Socialyte Promissory Note matured on September 30, 2023 and was payable in two payments: $ 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, the Company deferred these installment payments until the final post-closing working capital adjustment is agreed upon with the seller of Socialyte. The Company has filed a lawsuit against the seller of Socialyte and certain of its principals related to the Socialyte Purchase Agreement. See Note 17. The Company recorded interest expense related to this Socialyte Promissory Note of $ 30,000 90,000 30,000 95,000 BankUnited Loan Agreement On September 29, 2023, the Company entered into a loan agreement with BankUnited (“BankUnited Loan Agreement”), which includes: (i) $5,800,000 secured term loan (“BKU Term Loan”), (ii) $750,000 of a secured revolving line of credit (“BKU Line of Credit”), and (iii) $400,000 Commercial Card (“BKU Commercial Card”). The BankUnited Loan Agreement refinanced the Company’s previous credit facility with BankProv. The BKU Term Loan carries a 1.0% origination fee and matures in September 2028, the BKU Line of Credit carries an initial origination fee of 0.5% and an 0.25% fee on each annual anniversary and matures in September 2026; the BKU Commercial Card does not have any initial or annual fee and matures in September 2026. The BKU Term Loan has a declining prepayment penalty equal to 5% in year one, 4% in year two, 3% in year three, 2% in year four and 1% in year five of the outstanding balance. The BKU Line of Credit and BKU Commercial Card can be repaid without any prepayment penalty. 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 Loan Agreement 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 Loan Agreement contains a liquidity covenant that requires the Company to hold a cash balance at BankUnited with a daily minimum deposit balance of $ 1,500,000 400,000 400,000 As of September 30, 2024 and December 31, 2023, the Company had a balance of $4,755,385 and $5,482,614 of principal outstanding under the BKU Term Loan, respectively, net of debt issuance costs of $67,290 and $79,907, respectively. As of September 30, 2024 and December 31, 2023, the Company had a balance of $400,000 of principal outstanding under the BKU Line of Credit. Amortization of debt origination costs under the BKU Credit Facility is included as a component of interest expense in the condensed consolidated statements of operations and amounted to approximately $4,206 and $12,617 for the three and nine months ended September 30, 2024, respectively. During the three and nine months ended September 30, 2024, the Company did not use the BKU Commercial Card. |