DEBT | NOTE 6 – DEBT On June 30, 2023 and September 30, 2022, convertible notes payable (third parties and related parties) consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2023 September 30, 2022 Principal amount $ 8,986,605 $ 2,475,000 Less: debt discount (3,799,271 ) (2,028,719 ) Convertible notes payable, net 5,187,334 446,281 Less: current portion of convertible notes payable - related parties (5,187,334 ) - Convertible notes payable, net – long-term $ - $ 446,281 Principal amount – related parties $ 9,130,292 $ 4,150,000 Less: debt discount – related parties (3,820,629 ) (1,844,186 ) Convertible notes payable - related parties, net 5,309,663 2,305,814 Less: current portion of convertible notes payable - related parties (5,309,663 ) (1,000,000 ) Convertible notes payable - related parties, net – long-term $ - $ 1,305,814 Total convertible notes payable, net $ 10,496,997 $ 2,752,095 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Convertible Debt – Related Parties On May 12, 2021, the Company entered into a Securities Purchase Agreement (“May 2021 SPA”) with a related party, who is an affiliate stockholder (“May 2021 Investor”) to purchase a convertible note (“May 2021 Note”) and accompanying 63,897,764 1,000,000 1,000,000 8 May 12, 2026 333,334 333,333 333,333 0.00313 1,000,000 20,164 267,521 732,479 0.00313 984,200 15,800 1,000,000 On November 1, 2021, the Company entered into a Securities Purchase Agreement (“First November 2021 SPA”) with a related party, who is an affiliate stockholder (“First November 2021 Investor”), to purchase three convertible notes (collectively as “First November 2021 Notes”) and three accompanying warrants (collectively as “First November 2021 Warrants”), for an aggregate investment amount of $ 1,000,000 334,000 18,251,367 333,000 18,196,722 333,000 18,196,722 1,000,000 8 November 1, 2026 990,048 0.00366 the Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. 218,579,234 34,620 Debt Modifications and Exchanges; 1,000,000 20,164 140,093 859,907 On April 5, 2022, the Company entered into a Securities Purchase Agreement (“First April 2022 SPA”) with a related party, Matthew Schwartz, who is a member of the Board of Directors (“Investor”), to purchase a convertible note with a principal balance of $ 100,000 4,201,681 100,000 89,815 8 0.00476 100,000 3,901 18,959 81,041 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) On May 9, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA”) with a related party, who is an affiliate stockholder (“May 2022 Investor”), to purchase four convertible notes for an aggregate investment amount of $ 1,000,000 20 250,000 10,504,202 250,000 10,504,202 250,000 10,504,202 250,000 10,504,202 1,000,000 April 1, 2027 178,449 0.00476 20 1,000,000 20,110 834,803 165,197 On June 15, 2022, the Company entered into a Securities Purchase Agreement (“June 2022 SPA”) with a related party, Danica Holley, who is a member of the Board of Directors (“Investor”), to purchase a convertible note with principal of $ 50,000 2,100,840 50,000 5,924 8 April 1, 2027 0.00476 20 50,000 1,173 44,438 5,562 On July 29, 2022, the Company entered into a Demand Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal balance of $ 125,000 150,000 8 275,000 2,683 On August 11, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder, for a principal balance of $ 375,000 8 375,000 4,110 On September 2, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder, for a principal balance of $ 350,000 8 350,000 2,148 On November 1, 2022, the Company entered into a Demand Promissory Note Agreements with two related parties, who are affiliate stockholders, for a principal balance of $ 120,000 8 On November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debt discussed below, the May 2021 Warrants, First November 2021 Warrants, First April 2022 Warrants, May 2022 Warrants, and June 2022 Warrants, aggregating 385,441,138 0.003 63,897,764 0.003 0.00366 0.00476 0.003 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Securities Exchange Agreements and New Related Party Convertible Debentures and Warrants dated November 29, 2022 On November 29, 2022, the Company consummated the initial closing (the “Initial Closing”) of a private placement offering (the “Offering”) pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of November 29, 2022 (the “Purchase Agreement”), by and among the Company, certain related party accredited investors (the “Related Party Purchasers”) and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity as collateral agent (the “Collateral Agent”). At the Initial Closing, the Company sold the related party Purchasers (i) 10 550,000 157,142,857 100 412,092 50,000 58,200 29,708 On November 29, 2022, the Company entered into Securities Exchange Agreements with the above related party investors, whereby the May 2021 Note, the First November 2021 Notes, the First April 2022 Note, the May 2022 Notes, the June 2022 Note, the Busch Notes, the August 11, 2022 Demand Promissory Note, and the September 2, 2022 Demand Promissory Note with an aggregate principal amount of $ 4,150,000 120,750 15 10 589,505 4,860,255 On November 29, 2022, the Company entered into Securities Exchange Agreements with related party preferred stockholders, whereby related party holders of 1,000 2,000,000 66,630 500 1,000,000 33,315 15 464,992 3,564,937 On April 11, 2023, the Company consummated a third closing (the “Third Closing”) of the Offering pursuant to the terms and conditions of that certain Purchase Agreement, dated as of November 29, 2022, by and among the Company and Jeffrey Busch (the “Third Closing Related Party Purchaser”). At the Third Closing, the Company sold the Purchaser (i) a New Debenture with a principal amount of $ 155,100 44,314,286 100 141,000 10 14,100 The November 29, 2022 New Related Party Debentures and April 2023 Related Party Debenture mature on November 29, 2023 10 0.003 70 50 5,000,000 0.003 70 Notwithstanding the preceding, holders of New Related Party Debentures and April 2023 Related Party Debenture shall have the right to require satisfaction of up to 40% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging securityholders shall have the right to require satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. The Company’s obligations under the New Related Party Debentures and April 2023 Related Party Debenture are secured by a first priority lien on all the assets of the Company pursuant to that certain Security Agreement, dated November 29, 2022 (the “Security Agreement”) by and among the Company, the Debenture holders and the Collateral Agent. The Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders, to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle outstanding litigation, or enter into transactions with affiliates. If the Company or any Subsidiary shall default on any of its obligations under any mortgage credit agreement or other facility indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $ 250,000 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) In connection with the Securities Exchange Agreements with related parties for the exchange of the convertible notes and preferred shares for the New Related Party Debentures and for the April 2023 Related party Debenture discussed above, the Company issued an aggregate of 2,608,654,988 The New Related Party Warrants and April 2023 Related Party Warrant are exercisable for five years and six months from the earlier of the maturity date of the New Related Party Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the New Related Party Warrant and April 2023 Related Party Warrant, the price per share at which the Qualified Offering is made (“Qualified Offering Price”), or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the New Related Party Warrants and April 2023 Related Party Warrant within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. As discussed above, on November 29, 2022, in order to induce the related party investors to exchange their respective convertible notes and preferred stock into the New Related Party Debentures, the aggregate principal amount and accrued interest payable of the exchanged convertible notes, and the stated value and accrued dividends of exchanged preferred stock was increased by 15 10 1,046,167 1,768,379 Convertible Debt On November 1, 2021, the Company entered into a Securities Purchase Agreement (“Second November 2021 SPA”) with an investor (“Second November 2021 Investor”) to purchase two convertible notes (collectively as “Second November 2021 Notes”) and two accompanying warrants (collectively as “Second November 2021 Warrants”), for an aggregate investment amount of $ 500,000 250,000 13,661,203 250,000 13,661,203 500,000 8 27,322,406 495,560 0.00366 the Company modified the terms of the Second November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the Second November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Second November 2021 Notes. 109,289,616 22,429 Debt Modifications and Exchanges; 500,000 34,520 69,417 430,583 On November 1, 2021, the Company entered into a Securities Purchase Agreement (“Third November 2021 SPA”) with an investor (“Third November 2021 Investor”) to purchase two convertible notes (collectively as “Third November 2021 Notes”) and two accompanying warrants (collectively as “Third November 2021 Warrants”), for an aggregate investment amount of $ 500,000 250,000 13,661,203 250,000 13,661,203 500,000 8 27,322,406 495,560 0.00366 Upon the approval of the Third November 2021 Investor, the Company modified the terms of the Third November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third November 2021 Notes. 109,289,616 22,429 Debt Modifications and Exchanges; 500,000 34,411 69,417 430,583 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) On January 27, 2022, the Company entered into a Securities Purchase Agreement (“First January 2022 SPA”) with an investor (“First January 2022 Investor”) to purchase a convertible note with a principal balance of $ 500,000 500,000 136,612,022 8 136,612,022 498,428 0.00366 500,000 26,959 72,081 427,919 On January 31, 2022, the Company entered into a Securities Purchase Agreement (“Second January 2022 SPA”) with an investor (“Second January 2022 Investor”) to purchase a convertible note with principal balance of $ 500,000 500,000 136,612,022 8 136,612,022 498,428 0.00366 500,000 26,520 71,221 428,779 During April 2022, the Company entered into a Securities Purchase Agreement (“Second April 2022 SPA”) with various investors (“Investors”), to purchase convertible notes for an aggregate investment amount of $ 425,000 425,000 17,857,144 335,593 8 April 1, 2027 0.00476 425,000 15,710 120,808 304,192 On July 1, 2022, the Company entered into a Securities Purchase Agreement with an investor (“July 2022 Investor”), to purchase a convertible note for a principal amount of $ 50,000 50,000 2,100,840 8 April 1, 2027 7,037 0.00476 50,000 953 43,337 6,663 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) On October 22, 2022, the Company issued a new convertible note for $ 200,000 200,000 On November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debentures discussed below, the Second November 2021 Warrants, Third November 2021 Warrants, January 2022 Warrants, Second January 2022 Warrants, Second April 2022 Warrants, and the July 2022 Warrants, aggregating 566,406,072 0.003 16,393,443 0.003 0.00366 0.00476 0.003 Securities Exchange Agreements and New Convertible Debentures and Warrants dated November 29, 2022 On November 29, 2022, the Company consummated the Initial Closing of the Offering pursuant to the terms and conditions of the Purchase Agreement, by and among the Company, certain accredited investors (the “Purchasers”) and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity as collateral agent (the “Collateral Agent”). At the Initial Closing, the Company sold to the Purchasers (i) 10 2,805,000 801,428,569 100 2,095,288 255,000 296,800 157,912 The Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders, to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle outstanding litigation, or enter into transactions with affiliates. On November 29, 2022, the Company entered into Securities Exchange Agreements with the above investors, whereby the Second November 2021 Notes, the Third November 2021 Notes, the First January 2022 Note, the Second January 2022 Note, the Second April 2022 Notes, the July 2022 Note, and the Settlement Note, with an aggregate principal amount of $ 2,675,000 173,375 15 427,256 3,275,631 On November 29, 2022, the Company entered into Securities Exchange Agreements with preferred stockholders, whereby holders of 902 372,303 3,037 1,245,935 15 242,736 1,860,974 On January 27, 2023, the Company consummated the second closing (the “Second Closing”) of the Offering pursuant to the terms and conditions of that certain Purchase Agreement, dated as of November 29, 2022, by and among the Company, certain accredited investors (the “Second Closing Purchasers”) and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity as Collateral Agent. At the Second Closing, the Company sold the Purchasers (i) New Debentures in an aggregate principal amount of $ 1,045,000 298,571,429 950,000 Pursuant to the terms of the Placement Agency Agreement, the Company agreed to (i) pay Gunnar a cash placement fee of 10% of the gross cash proceeds raised in the Second Offering, and (ii) issue to Gunnar additional PA Warrants on the terms identical to the Warrants sold in the Second Offering in an amount equal to 10% of the New Debentures sold to Second Closing Purchasers. 95,000 7,500 The New Debentures mature on November 29, 2023 10 0.003 70 50 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Notwithstanding the preceding, holders of New Debentures shall have the right to require satisfaction of up to 40% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging securityholders shall have the right to require satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. The Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders, to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle outstanding litigation, or enter into transactions with affiliates. The Company’s obligations under the Purchase Agreement and the New Debentures are secured by a first priority lien on all the assets of the Company pursuant to that certain Security Agreement, dated November 29, 2022 (the “Security Agreement”) by and among the Company, the Purchasers and the Collateral Agent. In connection with the issuance of the Underlying Securities discussed above, the Company determined that the terms of the Debentures and Warrants contain an embedded conversion option to be accounted for as derivative liabilities due to the holder having the potential to gain value upon conversion and provisions which includes events not within the control of the Company. In accordance with ASC 815-40 - Derivatives and Hedging - Contracts in an Entity’s Own Stock If the Company or any Subsidiary shall default on any of its obligations under any mortgage credit agreement or other facility indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $ 250,000 In connection with the Securities Exchange Agreements with investors for the exchange of the convertible notes and preferred shares for the New Debentures discussed above, the Company issued an aggregate of 2,567,601,521 The Warrants are exercisable for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. As discussed above, on November 29, 2022, in order to induce the investors to exchange their respective convertible notes and preferred stock into the New Debentures, the aggregate principal amount and accrued interest payable of the exchanged convertible notes, and the stated value of exchanged preferred stock was increased by 15 669,992 1,949,909 In connection with the Initial Closing of the private placement, the Company and Joseph Gunnar & Co. LLC, a U.S. registered broker-dealer (“Gunnar”), entered into a placement agency agreement (the “Placement Agency Agreement”), pursuant to which Gunnar agreed to act as the placement agent for the Offering (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Company agreed to (i) pay Gunnar a cash placement fee of 10% of the gross cash proceeds raised in the Offering, and (ii) issue to Gunnar warrants (the “PA Warrants”) on the terms identical to the Warrants sold in the Offering in an amount equal to 10% of the Underlying Securities sold to investors. As a result of the foregoing, in connection with the Initial Closing, the Company paid Gunnar an aggregate commission of $ 305,000 50,000 in fees to Gunnar’s legal counsel and paid Gunnar a financial advisory fee of $ 50,000 . In addition, Gunner received 124,489,795 warrants. Additionally, the Company issued 16,000,000 warrants to a consultant in connection with the private placement offering. Additionally, in connection with the Second Closing, the Company paid Gunnar an aggregate commission of $ 95,000 , paid $ 7,500 in fees to Gunnar’s legal counsel, and Gunnar received 38,775,510 additional warrants. Analysis of Exchange Agreements, Related Party Debenture, April 2023 Related Party Debenture, and New Debentures, and Related Warrants In accordance with ASC 470-50, Debt Modifications and Extinguishments, the Company performed an assessment of whether the Exchange Agreement transactions with related parties and investors was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt. The Company evaluated the November 29, 2022 Exchange Agreements for debt modification and concluded that the debt exchanges qualified for debt extinguishment. The Company determined the transactions were considered a debt extinguishment because the change in debt, the inducement premiums (related parties and third parties) discussed previously totaling $ 1,724,489 3,718,288 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) Derivative Liabilities Pursuant to Related Party Debentures and New Debentures and Related Warrants Pursuant to the provisions of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock In connection with the issuance of the New Related Party Debentures and the New Debentures, and related warrants, on November 29, 2022, the initial measurement date, the aggregate fair values of the embedded conversion option derivatives and warrant derivatives of $ 41,961,095 21,986,653 8,837,284 13,149,369 19,974,442 7,231,894 12,742,548 2,192,488 2,192,488 831,922 1,360,566 326,630 141,000 141,000 14,100 185,630 10,995,763 11,482,036 (16,442,350) The Company uses the Binomial Valuation Model to determine the fair value of its conversion options and new stock warrants which requires the Company to make several key judgments including: ● the value of the Company’s common stock; ● the expected life of issued stock warrants; ● the expected volatility of the Company’s stock price; ● the expected dividend yield to be realized over the life of the stock warrants; and ● the risk-free interest rate over the expected life of the stock warrants. During the nine months ended June 30, 2023, the fair value of the embedded options and stock warrants were estimated at issuance using the Binomial Valuation Model with the following assumptions: SCHEDULE OF FAIR VALUE OF EMBEDDED OPTION AND STOCK WARRANTS 2023 Dividend rate — % Term (in years) 0.42 6.5 Volatility 172.14 396.53 % Risk—free interest rate 3.60 5.47 % The Company’s computation of the expected life of issued stock warrants was based on the simplified method as the Company does not have adequate exercise experience to determine the expected term. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock. During the nine months ended June 30, 2023 and 2022, amortization of debt discounts related to the convertible notes payable and exchanged Debentures amounted to $ 10,651,615 501,432 Notes Payable - Related Parties On June 30, 2023 and September 30, 2022, notes payable - related parties consisted of the following: SCHEDULE OF NOTES PAYABLE - RELATED PARTIES June 30, 2023 September 30, 2022 Principal amount $ 836,966 $ 350,000 Less: debt discount (39,769 ) - Notes payable – related parties, net 797,197 350,000 Less: current portion of notes payable - related parties (797,197 ) (350,000 ) Notes payable – related parties, net – long-term $ - $ - THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2023 (UNAUDITED) On October 21, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal amount of $ 150,000 150,000 1 1 On April 26, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal amount of $ 100,000 100,000 1 1 100,000 350,000 250,000 1 2 Debt Modifications and Exchanges, 350,000 notes payable – related party 4,219 350,000 notes payable – related parties 5,091 2,474 On April 28, 2023, the Company entered into a Promissory Note Agreement with Douglas Mergenthaler who is a related party, for a principal amount of $ 110,000 100,000 10,000 10 April 28, 2024 1,000,000 110,000 notes payable – related parties 1,718 In May and June 2023, the Company entered into Promissory Note Agreements with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for an aggregate principal amount of $ 376,966 342,681 34,285 10 May and June 2024 1,000,000 376,966 notes payable – related parties 3,126 During the nine months ended June 30, 2023, amortization of debt discount related to notes payable – related parties amounted to $ 4,516 Note Payable In September 2017, the Company entered into a note agreement with a third-party investor. Pursuant to the note, the Company borrowed a principal amount of $ 1,000 33.3 1,000 1,937 1,000 1,689 |