CONVERTIBLE NOTES | NOTE 10. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's secured, convertible, promissory notes: Principal Notes converted Principal Less: Net Principal Sabby Volatility Warrant Master Fund, LTD $ 7,392,899 $ ( 1,786,212 ) $ 5,606,687 $ ( 1,860,185 ) $ 3,746,502 L1 Capital Global Opportunities Master Fund, Ltd 7,500,000 ( 960,000 ) 6,540,000 ( 2,169,839 ) 4,370,161 $ 14,892,899 $ ( 2,746,212 ) $ 12,146,687 $ ( 4,030,024 ) $ 8,116,663 Sabby / L1 Convertible Notes On December 19, 2022, the Company entered into a Securities Purchase Contract (the “Securities Purchase Contract”) with two institutional investors (each, an “Investor” and collectively, the “Investors”) for the issuance to the Investors of $ 12,500,000 in aggregate principal amount of Senior Secured Original Issue 10 % Discount Convertible Advance Notes pursuant to a direct registered offering (the “Registered Advance Notes”) and $ 2,500,000 in aggregate principal amount of Senior Secured Original Issue 10 % Discount Convertible Advance Notes in a concurrent private placement (the “Private Placement Advance Notes” and, together with the Registered Advance Notes, the “Advance Notes”). On March 29, 2023, the Company and each of the Investors entered into a Waiver and Amendment Agreement (the “Amendment”) relating to the Securities Purchase Contract and the Advance Notes to waive any event of default arising under Section 2.1 of the Advance Notes relating to the Company’s receipt of notice from the Listing Qualifications Department of Nasdaq indicating that the Company is not in compliance with the $ 1.00 Minimum Bid Price Requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Specified Default”). Pursuant to the Amendment, the Company and each of the Investors agreed to waive the Specified Default and further agreed to the amend the Advance Notes to provide that (i) the new “Floor Price” for all purposes of the Advance Notes is $ 0.20 per share of the Company’s common stock, (ii) until the Company regains compliance with the $ 1.00 Minimum Bid Price Requirement, “Conversion Price” under the Advance Notes will mean the “Alternative Conversion Price” (as defined in the Advance Notes) and (iii) the Company will make certain prepayments of the Advance Notes held by the Investors on the following dates and in the following aggregate cash amounts, at a price equal to 100 % of the principal amount of the Advance Notes to be repaid plus accrued and unpaid interest thereon (if any). The Company's failure to comply with the terms of the Amendment would constitute an Event of Default under the Advance Notes. On April 12, 2023, the Company and each of the Investors entered in a further amendment to the Amendment (the “Revised Amendment”), to provide for a consistent prepayment schedule for the Advance Notes held by each of the Investors. After giving effect to the Revised Amendment, the Advance Notes will be prepaid by the Company in cash on the following dates and in the following aggregate amounts, at a price equal to 100 % of the principal amount of the Advance Notes to be prepaid plus accrued and unpaid interest thereon (if any). The Company’s failure to comply with the terms of the Revised Amendment would constitute an “Event of Default” under the Advance Notes. Prepayment Date Aggregate April 3, 2023 $ 333,333 April 13, 2023 333,333 May 18, 2023 666,667 June 19, 2023 666,667 $ 2,000,000 The Advance Notes are convertible to Common Stock. The fixed conversion price of the Advance Notes is subject to certain adjustments in accordance with the terms thereof, including certain anti-dilution adjustments in the event that the Company issues shares of Common Stock, securities convertible into, exercisable for or exchangeable for the Company’s Common Stock, rights or options to acquire Common Stock or convertible securities or any combination thereof, including as units with other securities or property in an integrated transaction, at a purchase or conversion, exercise or exchange price of less than the fixed conversion price then in effect with respect to the Advance Notes. The Securities Purchase Contract also included certain warrants to purchase up to 2,513,406 shares of common stock (the "Warrants"). The Warrants were issued with an exercise price equal to $ 3.93 per share, subject to certain adjustments in certain events, including the future issuance by the Company of securities with a purchase or conversion, exercise or exchange price that is less than the exercise price of the Warrants then in effect at any time. On April 14, 2023 the Company entered a securities purchase agreement (“SPA”) with Lucro Investments VCC-ESG Opportunities Fund (“Lucro”) for an approximate $ 9 million private placement (the “Private Placement”) of an aggregate of 7,499,997 shares of the Company’s Common Stock. The per share purchase price for the Shares is $ 1.20 per share. The terms of the SPA with Lucro triggered certain adjustments to the Advance Notes and the Warrants in accordance with the existing terms of the outstanding Advance Notes and the outstanding Warrants. Following these adjustments: 1. The fixed conversion price of the approximately $ 10.1 million principal amount currently outstanding Advance Notes has been lowered to $ 0.3661 per share of Common Stock; 2. The exercise price of the outstanding Warrants has been lowered to $ 0.3661 per share of Common Stock; and 3. The number of shares that the Warrants are exercisable for has been increased from 2,513,406 to 26,980,840 shares of Common Stock. During the three months ended March 31, 2023 , Sabby converted $ 1.79 million of principal for 2,051,053 shares of common stock. During the three months ended March 31, 2023 , L1 converted $ 0.96 million of principal for 1,440,090 shares of common stock. During the three months ended March 31, 2023, the Company had interest expense of $ 1,052,928 of which, $ 901,649 was due to accretion of discount on the note. Interest payable was $ 173,400 as of March 31, 2023 . |