CONVERTIBLE NOTES | NOTE 11. CONVERTIBLE NOTES The following table provides a summary of the activity of the Company's secured, convertible, promissory notes: Schedule of Convertible Debt Principal Notes converted Principal Less: Net Principal Sabby Volatility Warrant Master Fund, LTD $ 7,392,899 $ (4,431,207 ) $ 2,961,692 $ (782,138 ) $ 2,179,554 L1 Capital Global Opportunities Master Fund, Ltd 7,500,000 (2,843,333 ) 4,656,667 (1,229,754 ) 3,426,913 $ 14,892,899 $ (7,274,540 ) $ 7,618,359 $ (2,011,892 ) $ 5,606,467 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 10 2,500,000 10 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 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 1.00 100 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 Schedule of Convertible Notes Prepayment 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 On May 22, 2023, the Investors and the Company agreed to defer for 90 days each of the two prepayments of $ 666,667 (i) the May 18, 2023 payment is deferred until August 16, 2023, and (ii) the June 19, 2023 payment is delayed until September 17, 2023. On May 25, 2023, the Company and each of the Investors entered into a Waiver and Amendment Agreement (the “Second Amendment”) relating to the Securities Purchase Contract and the Advance Notes. Pursuant to the Second Amendment, the Company and each of the Investors agreed to amend the Advance Notes to provide that if the Company receives a Notice of Conversion at a time that the Conversion Price (or, as applicable, the Alternative Conversion Price) then in effect Price, without regard to the Floor Price (the “Applicable Conversion Price”), is less than the Floor Price then in effect, the Company shall issue a number of shares equal to the Conversion Amount divided by such Floor Price and, at its election (x) pay the economic difference between the Applicable Conversion Price and such Floor Price (the “Outstanding Conversion Amount”) in cash at such time or (y) pay the Outstanding Conversion Amount following the consummation of a reverse stock split by the Company (1) in cash or (2) by issuing to the Holder a number of shares of Common Stock with an aggregate value equal to the Outstanding Conversion Amount, with the value per share of Common Stock for purposes of such calculation equal to (i) if such shares are issued on or prior to August 23, 2023, the daily VWAP of the Common Stock on the Trading Day following the date of the consummation of such reverse stock split or (ii) if such shares are issued after August 23, 2023, 90 500,370 The Securities Purchase Contract also included certain warrants to purchase up to 2,513,406 3.93 On April 14, 2023 9 7,499,997 1.20 · The fixed conversion price of the remaining principal outstanding on the Advance Notes was lowered to $ 0.3661 · The exercise price of the outstanding Warrants was lowered to $ 0.3661 · The number of shares that the Warrants are exercisable for increased from 2,513,406 26,980,840 On June 29, 2023 900,000 900 0.14 The terms of the Series 1B SPA triggered certain further 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 further adjustments in June 2023: 1. The fixed conversion price of the remaining principal outstanding on the Advance Notes was lowered to $ 0.1268 2. T he exercise price of the outstanding Warrants was lowered to $ 0.1268 3. The number of shares that the Warrants are exercisable for increased from 26,980,840 77,899,728 Pursuant to ASC 260, Earnings per Share During the six months ended June 30, 2023, the Company settled $7.3 7,274,540 Schedule of Settlement of Debt Debt Settlement Equity issued for convertible debt $ 3,364,467 Conversions payable 500,370 Cash repayments 1,025,423 Accelerated discount recognized in APIC 2,384,280 Principal settled during the six months ended June 30, 2023 $ 7,274,540 During the three and six months ended June 30, 2023, the Company had interest expense of $ 746,578 1,799,506 640,438 1,542,097 105,647 | NOTE 12. CONVERTIBLE NOTES The following tables provide a summary of the activity of the Company's convertible notes: Schedule of Convertible Debt 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 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 1,145,000 10.4 2 10,500,000 December 18, 2025 0.50 21,000,000 On August 13, 2021, BD1 assigned $ 600,000 9,900,000 19,800,000 On January 3, 2022, BD1 assigned $ 1,000,000 1,000,000 7,900,000 7,900,000 15,800,000 1,721,000 Nanyang Convertible Note On August 13, 2021, as discussed above, BD1 assigned $ 600,000 December 18, 2025 0.50 1,200,000 4.99 On October 13, 2021, $ 100,000 200,000 500,000 1,000,000 On January 21, 2022, as discussed above, BD1 assigned $ 1,000,000 December 18, 2025 0.50 4.99 On February 2, 2022, Nanyang converted $ 600,000 1,200,000 133,000 In July 2022, the Company and Nanyang agreed to waive the 4.99 900,000 1,800,000 176,000 Fleur Convertible Note On January 21, 2022, as discussed above, BD1 assigned $ 1,000,000 December 18, 2025 0.50 4.99 On February 2, 2022, Fleur converted $ 700,000 1,400,000 155,000 In July 2022, the Company and Fleur agreed to waive the 4.99 300,000 600,000 59,000 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 10 11,250,000 1,250,000 18 4.5 Under the Purchase Contract, in a concurrent private placement (the “Private Placement”), the Company issued to the Investors an additional $ 2,500,000 10 2,250,000 250,000 18 4.5 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 92.5 10 0.57 4.99 61 9.99 Additionally, the Investors have the option to require early prepayment of the principal amount of the Registered Advance Notes in cash from up to 30 210 90 1,000,000 2,000,000 35,000,000 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 5 3.93 2,513,406 On December 19, 2022, the Company received $ 13,500,000 13,500,000 Schedule of Fair Value of Warrants 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: Schedule of Allocation of Proceeds Gross Amount 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 70,000 22,100 |