CONVERTIBLE NOTES | NOTE 12. CONVERTIBLE NOTES The following tables provide a summary of the activity of the Company's convertible notes: Principal New Notes Notes Principal Less: Net BD1 Notes $ 10,500,000 $ — $ ( 600,000 ) $ — $ 9,900,000 $ ( 2,210,182 ) $ 7,689,818 Crowdex Note 250,000 — — ( 250,000 ) — — — Nanyang Note — — 600,000 ( 100,000 ) 500,000 ( 112,971 ) 387,029 $ 10,750,000 $ — $ — $ ( 350,000 ) $ 10,400,000 $ ( 2,323,153 ) $ 8,076,847 Principal New Notes Notes Principal Less: Net BD1 Notes $ 9,900,000 $ — $ ( 2,000,000 ) $ ( 7,900,000 ) $ — $ — $ — Nanyang Note 500,000 — 1,000,000 ( 1,500,000 ) — — — Fleur — — 1,000,000 ( 1,000,000 ) — — — Sabby — 7,500,000 — ( 107,101 ) 7,392,899 ( 4,777,643 ) 2,615,256 L1 — 7,500,000 — — 7,500,000 ( 4,846,857 ) 2,653,143 $ 10,400,000 $ 15,000,000 $ — $ ( 10,507,101 ) $ 14,892,899 $ ( 9,624,500 ) $ 5,268,399 BD1 Convertible Note On December 18, 2020 , the Company entered into a securities exchange agreement (“BD1 Exchange Agreement”) with BD1, who had previously acquired $ 6,252,000 of principal of existing unsecured debt and $ 1,145,000 of accrued interest from a number of investors. Pursuant to the terms of the BD1 Exchange Agreement, BD1 agreed to surrender and exchange all of its outstanding promissory notes with principal balances of approximately $ 10.4 million (including accrued interest and default penalties). In exchange, the Company issued to BD1 two unsecured convertible notes with an aggregate principal amount of $ 10,500,000 (“BD1 Exchange Notes”). The BD1 Exchange Notes do not bear any interest, and will mature on December 18, 2025 . BD1 has the right, at any time until the BD1 Exchange Notes are fully paid, to convert any outstanding and unpaid principal into shares of Common Stock at a fixed conversion price equal to $ 0.50 per share. Accordingly, the Company would issue 21,000,000 shares of Common Stock upon a full conversion of the BD1 Exchange Notes. On August 13, 2021, BD1 assigned $ 600,000 of its outstanding principal balance to Nanyang Investment Management Pte Ltd (“Nanyang”). As of December 31, 2021, BD1 held notes with an aggregate principal amount of $ 9,900,000 convertible to 19,800,000 shares of common stock. On January 3, 2022, BD1 assigned $ 1,000,000 of its convertible notes to Fleur Capital Pte Ltd (“Fleur”). On January 21, 2022, BD1 assigned $ 1,000,000 of its convertible notes to Nanyang . The aggregate remaining principal balance held by BD1 after these assignments was $ 7,900,000 . On February 1, 2022, BD1 converted all of their remaining $ 7,900,000 aggregate outstanding principal amount into 15,800,000 shares of common stock. The remaining discount of approximately $ 1,721,000 was charged to interest expense upon conversion. Nanyang Convertible Note On August 13, 2021, as discussed above, BD1 assigned $ 600,000 of the BD1 Exchange Notes to Nanyang. This note does not bear any interest and will mature on December 18, 2025 . Nanyang has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into share of common stock at a fixed conversion price equal to $ 0.50 per share. Accordingly, the Company would issue 1,200,000 common shares upon full conversion of this note. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Nanyang, together with its affiliates, would beneficially own in excess of 4.99 % of the outstanding shares of the Company’s common stock. On October 13, 2021, $ 100,000 of Nanyang’s convertible notes were converted into 200,000 shares of common stock. As of December 31, 2021, Nanyang held notes with an aggregate principal amount of $ 500,000 convertible to 1,000,000 shares of common stock. On January 21, 2022, as discussed above, BD1 assigned $ 1,000,000 of the BD1 Convertible Notes to Nanyang. This note does not bear any interest and will mature on December 18, 2025 . Nanyang has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of common stock at a fixed conversion price equal to $ 0.50 per share. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Nanyang, together with its affiliates, would beneficially own in excess of 4.99 % of the outstanding shares of the Company’s common stock. The discount on the principal is charged to interest expense, ratably, over the life of the note. On February 2, 2022, Nanyang converted $ 600,000 of their convertible notes into 1,200,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $ 133,000 was charged to interest expense. In July 2022, the Company and Nanyang agreed to waive the 4.99 % cap on securities beneficially owned by Nanyang and its affiliates. On July 11, 2022, Nanyang converted all of their remaining $ 900,000 balance of their convertible notes into 1,800,000 shares of common stock. The remaining associated discount of approximately $ 176,000 on the note was charged to interest expense. Fleur Convertible Note On January 21, 2022, as discussed above, BD1 assigned $ 1,000,000 of the BD1 Convertible Notes to Fleur. This note does not bear any interest and will mature on December 18, 2025 . Fleur has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into shares of common stock at a fixed conversion price equal to $ 0.50 per share. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Fleur, together with its affiliates, would beneficially own in excess of 4.99 % of the outstanding shares of the Company’s common stock. The discount on the principal is charged to interest expense, ratably, over the life of the note. On February 2, 2022, Fleur converted $ 700,000 of their convertible notes into 1,400,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $ 155,000 was charged to interest expense. The discount on the remaining principal will be charged to interest expense, ratably, over the life of the note. In July 2022, the Company and Fleur agreed to waive the 4.99 % cap on securities beneficially owned by Fleur. On July 11, 2022, Fleur converted all of their remaining $ 300,000 balance of their convertible notes into 600,000 shares of common stock. The remaining associated discount of approximately $ 59,000 on the note was charged to interest expense. Sabby / L1 Convertible Note On December 19, 2022, the Company entered into a Securities Purchase Contract (the “Purchase Contract”) with two institutional investors (each, an “Investor” and collectively, the “Investors”) for the issuance of $ 12,500,000 in aggregate principal amount of Senior Secured Original Issue 10 % Discount Convertible Advance Notes, for a purchase price of $ 11,250,000 in cash, net of an original issuance discount of $ 1,250,000 (the “Registered Advance Notes”), which matures in 18 month s, bears 4.5 % interest per annum, payable, at the option of the Company, in kind or in cash, subject to certain conditions, and is convertible, at the option of the holders from time to time, into shares of the Company’s Common Stock, or repayable in cash at maturity. Under the Purchase Contract, in a concurrent private placement (the “Private Placement”), the Company issued to the Investors an additional $ 2,500,000 in aggregate principal amount of Senior Secured Original Issue 10 % Discount Convertible Advance Notes, for a purchase price of $ 2,250,000 in cash, net of an original issuance discount of $ 250,000 (the “Private Placement Advance Notes” and, together with the Registered Advance Notes, the “Advance Notes”), which matures in 18 months , bears 4.5 % interest per annum, payable, at the option of the Company, in kind or in cash, subject to certain conditions, and is convertible, at the option of the holders from time to time, into shares of the Company’s Common Stock, or repayable in cash at maturity. The Advanced Notes are also secured by a pledge of all assets of the Company pursuant to a Security Agreement, dated as of December 19, 2022 and can be converted, at the option of the Investors, into shares of the Company’s Common Stock at a conversion price, which is equal to the lower of (1) a 30 % premium to the average of the five most recent daily volume weighted average price (“VWAPs”) of the Common Stock as measured on the day prior to the issuance of the Registered Advance Notes (the “Fixed Conversion Price”) and (2) 92.5 % of the three lowest VWAPs of the Common Stock on the 10 trading days preceding delivery of a Conversion Notice by an Investor. The conversion price cannot be less than $ 0.57 if required in accordance with the rules and regulations of Nasdaq. An Investor (together with its affiliates) may not convert any portion of such Investor’s Advance Notes to the extent that the Investor would beneficially own more than 4.99 % of the Company’s outstanding shares of Common Stock after conversion, except that upon at least 61 days prior notice from the Investor to the Company, the Investor may increase the maximum amount of its beneficial ownership of the Company’s outstanding shares of Common Stock after converting the holder’s Advance Notes to up to 9.99 % of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. Additionally, the Investors have the option to require early prepayment of the principal amount of the Registered Advance Notes in cash from up to 30 % of the gross proceeds of any subsequent issuance by the Company, for cash, of shares of the Company’s Common Stock or convertible securities, or any combination of units thereof. The Company, pursuant to the terms in the Purchase Contract, 210 days after the date of the Purchase Contract, may request that one of the Investors (the “Additional Advance Notes Investor”) acquire from the Company for a purchase price equal to 90 % of the principal amounts thereof, additional Advance Notes (the “Additional Advance Notes”) to be issued in a registered direct offering in an aggregate principal amount not to exceed $ 1,000,000 (or, with the consent of the Additional Advance Notes Investor, $ 2,000,000 ) in any given month, up to an aggregate principal amount of $ 35,000,000 of Additional Advance Notes, provided, however, that no more than one Additional Advance Note may be issued during any 30-day period . The Company also issued to the Investors warrants to purchase up to 2,513,406 shares of Common Stock (the “Warrants”), which have a five-year term and an exercise price of $ 3.93 per share, in each case subject to adjustment in accordance with the terms thereof. The Warrants are exercisable for cash. If, at the time the holder exercises any Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Warrants is not then effective or available for the issuance of such shares, then the Warrants may be net exercised on a cashless basis according to a formula set forth in the Warrants. There were 2,513,406 warrants outstanding as of December 31, 2022. On December 19, 2022, the Company received $ 13,500,000 of gross proceeds from the Investors. The $ 13,500,000 was allocated between the Advanced Notes and Warrants purchased based on the relative fair value of these instruments. The fair value of the Advanced Notes was estimated as the proceeds received and the fair value of the Warrants was determined using the Black Scholes model using the following inputs and are both considered to be Level 2 inputs on the fair value hierarchy: Warrants Expected stock price volatility 129.5 % Dividend yield 0 % Risk-free interest rate 3.7 % Expected life of the warrants (in years) 2.5 Additionally, the Company determined the conversion feature was beneficial to the Investors at the date of issuance. The Company allocated a portion of the proceeds to the beneficial conversion feature ("BCF") based on its intrinsic value. The Company then allocated transaction costs based on these allocations resulting in the following allocation of proceeds: Gross Amoumt Allocation Original Note Discount Transaction Costs Net Amount Convertible Debt $ 15,000,000 $ ( 7,480,058 ) $ ( 1,500,000 ) $ ( 930,678 ) $ 5,089,264 Warrants — 2,990,029 — ( 462,256 ) 2,527,773 BCF — 4,490,029 — ( 694,155 ) 3,795,874 $ 15,000,000 $ — $ ( 1,500,000 ) $ ( 2,087,089 ) $ 11,412,911 The discount on the note is recorded as interest expense ratably over the term of the note. During the year ended December 31, 2022, an Investor converted $ 107,101 principal into 70,000 shares of Common Stock. Interest payable on the Advance Notes, as of December 31, 2022 is approximately $ 22,100 . |