CONVERTIBLE NOTES PAYABLE | NOTE 7 — CONVERTIBLE NOTES PAYABLE February Convertible Note s - Walleye Opportunities Master Fund Ltd On February 21, 2023, the Company entered into a securities purchase agreement (the “February Purchase Agreement”) with certain institutional buyers. Pursuant to the February Purchase Agreement, the Company issued senior convertible notes in the aggregate principal amount of $ 4,000,000 On February 21, 2023, the initial investor under the February Purchase Agreement purchased a senior convertible promissory note (the “February Note”) in the original principal amount of $ 2,500,000 29,434,850 February 21, 2024 2 0.0389 The terms of the February convertible note were amended pursuant to the March 2024 note (discussed below). The amendment changes the conversion price to $0.03 and extends the maturity date to December 1, 2024. April Convertible Note - Walleye Opportunities Master Fund Ltd Pursuant to the February Purchase Agreement, on April 10, 2023, an investor purchased a senior convertible promissory note (the “April Note”) in the original principal amount of $ 1,500,000 17,660,911 5 2 0.03 May Convertible Notes - Walleye Opportunities Master Fund Ltd On May 26, 2023, the Company entered into that certain Securities Purchase Agreement (the “May Purchase Agreement”) with certain institutional investors (the “May Investors”), pursuant to which the May Investor purchased a senior convertible promissory note in the aggregate original principal amount of $ 1,714,285 44,069,041 The May Note matures 12 months after issuance and bears interest at a rate of 5 30 0.0389 At any time, the Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the May Note (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (as defined in the Note) (a “Company Optional Redemption”). The portion of the May Note subject to a Company Optional Redemption shall be redeemed by the Company in cash at a price equal to the greater of (i) 10% premium to the amount then outstanding under the May Note to be redeemed, and (ii) the equity value of our common stock underlying the May Note. The equity value of our common stock underlying the May Note is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding such redemption and the date we make the entire payment required. The Company may exercise its right to require redemption under the May Note by delivering a written notice thereof by electronic mail and overnight courier to all, but not less than all, of the holders of May Note. The May Warrants are exercisable for shares of the Company’s common stock at a price equal to 120% of the closing sale price of the common stock on the trading day ended immediately prior to the closing date (the “May Warrant Exercise Price”) and expire five years from the date of issuance. The May Warrant Exercise Price is subject to customary adjustments for stock dividends, stock splits, recapitalizations and the like. August 2023 Note - Coventry Enterprises, LLC On July 31, 2023 (the “August Note Original Issue Date”), the Company entered into a securities purchase agreement (the “August Purchase Agreement”) with an accredited investor (the “August Investor”), pursuant to which the August Investor purchased a senior convertible promissory note in the original principal amount of $ 500,000 21,000,000 The August Note matures on July 31, 2024 10 15 90 78,571 The August Investor was granted a right of first refusal as the exclusive party with respect to any Equity Line of Credit transaction or financing (an “Additional Financing”) that the Company enters into during the 24-month period after the August Note Original Issue Date. In the event the Company enters into an Additional Financing, the Company must provide notice to the August Investor not less than 10 trading days in advance of the proposed entry. If the August Investor accepts all usual and customary terms set forth in the Additional Financing notice, the August Investor must, within 20 trading days of receipt of the notice, prepare all relevant documents in respect thereof for execution and delivery by the Company, provided, however, that the Company’s outside counsel must prepare the relevant registration statement to be filed with the United States Securities and Exchange Commission no later than 45 days after the Company receives the documents. The August Note sets forth certain standard events of default (each such event, an “August Note Event of Default”), which, upon such August Note Event of Default, the principal amount and the guaranteed interest then outstanding under the August Note becomes convertible into shares of the Company’s common stock pursuant to a notice provided by the August Investor to the Company. At any time after the occurrence of an August Note Event of Default, the outstanding principal amount and the outstanding guaranteed interest then outstanding on the August Note, plus accrued but unpaid Default Rate (as defined in the August Note) interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become immediately due and payable at the August Investor’s option, in cash or in shares of the Company’s common stock at 120% of the outstanding principal amount of the August Note and accrued and unpaid interest, plus other amounts, costs, expenses and liquidated damages due in respect of the August Note. October 2023 Note - GS Capital Partners On October 26, 2023, the Company entered into a Securities Purchase Agreement (the “ October Purchase October Investor 660,000 330,000 30,000 300,000 0.001 On the First Closing Date, the Company issued 800,000 7,500,000 Stock at the time of funding for each Note, such that the economic value of each set of Returnable Shares shall be equal to the value of the initial set of Returnable Shares. For example, if on the Second Closing Date, the closing price of the Common Stock is 50% of the closing price of the Common Stock on the First Closing Date, the Company will be required to issue 15,000,000 ClearThink Financing On February 12, 2024, the Company and ClearThink Capital LLC (“ClearThink”) entered into a (i) Securities Purchase Agreement (the “SPA”) and (ii) STRATA Purchase Agreement (the “STRATA Agreement” and together with the SPA, collectively, the “ClearThink Agreements”). SPA Pursuant to the SPA, the Company agreed to sell, and ClearThink agreed to purchase, two (2) separate 12% convertible notes of the Company (the first such note, the “First Note Tranche,” the second such note, the “Second Note Tranche,” and collectively, the “ClearThink Notes”) in the aggregate principal amount of $ 440,000 220,000 20,000 200,000 3,100,000 provided however 2,500,000 The First Note Tranche was issued on February 12, 2024 and the Second Note Tranche shall be issued within three (3) days after the Company’s filing of the Resale Registration Statement. While any of the securities issued or issuable under the SPA are outstanding, upon any issuance by the Company or any of its subsidiaries of any security, or amendment to a security that was originally issued before the SPA Closing Date, with any term that the Investor reasonably believes is more favorable to the Investor of such security or with a term in favor of the Investor of such security that the Investor reasonably believes was not similarly provided to ClearThink in the ClearThink Note, (i) the Company shall notify the Investor of such additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (i) such term, at Investor's option, shall become a part of the transaction documents with the Investor (regardless of whether the Company complied with the notification provision herein). The types of terms contained in another security that may be more favorable to the Investor of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts, conversion or exercise prices warrant coverage and pricing, commitment shares and similar terms and conditions. The ClearThink Note contains a principal amount of $ 220,000 12 November 12, 2024 26,400 50,000 th Trillium Financing On February 15, 2024, the Company entered into a Securities Purchase Agreement (the “Trillium Agreement”) with Trillium Partners L.P. (“Trillium”), whereby the Company issued and sold to Trillium (i) a promissory note (the “Trillium Note”) in the aggregate principal amount of $ 580,000 87,500 4,000,000 Although the Trillium Agreement was dated and signed on February 15, 2024, it did not become effective until the conditions set forth in Section 6 and Section 7 of the Agreement were satisfied, which occurred on February 22, 2024 (the “ Closing Date”). The maturity date of the Trillium Note is January 15, 2025 91,142 638,000 At any time following an Event of Default (as defined in the Trillium Note), Trillium has the right to convert all or any part of the outstanding and unpaid amount of the Trillium Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the date of issuance, or any shares of capital stock or other securities of the Company into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”), provided, that such Conversion or Conversions do not result in Trillium beneficially owning more than 9.99% of the outstanding shares of Common Stock. Pursuant to the Trillium Note, beginning on the fifth month anniversary of the Issuance Date, and for the next six months after, the Company will make a total of seven (7) equal monthly payments of $91,142.85. In the event that the Company defaults and misses a payment, then the Investor will be able to do a “default conversion. The conversion price (the “Trillium Conversion Price”) is equal to the lower of: (i) the Fixed Conversion Price of $0.03; (ii) the Variable Conversion Price (70% of the lowest trade for the twenty days prior to conversion); and (iii) the Alternative Conversion Price (lowest price os any common stock during the period thirty days prior to a default). The Company agreed to initially reserve from its authorized and unissued Common Stock, 72,000,000 shares of Common Stock (the “Reserve Amount”), which Reserve Amount shall be increased from time to time in accordance with the terms of the Trillium Note. Under the terms of the Trillium Agreement, the Company agreed to use its best efforts to effect the registration and the sale of the Commitment Shares and the Conversion Shares (collectively, the “Registerable Securities”) by filing with the SEC an amendment to its Registration Statement on Form S-1 (as initially filed with the SEC on November 3, 2023 as amended on December 15, 2023) with respect to such Registrable Securities. March 2024 Financing Walleye Opportunities Master Fund Ltd. On February 17, 2023, the Company entered into a Securities Purchase Agreement (the “Prior Agreement”) with Walleye Opportunities Master Fund Ltd. (the “March Investor”) for the sale of up to $ 4,000,000 2,500,000 29,434,850 On March 25, 2024 (the “Issue Date”), the Company and March Investor entered into a Securities Purchase Agreement (the “March Purchase Agreement”), whereby: (i) the Company issued to the March Investor (a) a convertible note in the aggregate principal amount of $ 666,666 22,222,220 0.03 March 2024 Note At any time on or after the Issue Date, the March Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in the March 2024 Note) into validly issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $0.03 per share, subject to adjustment as set forth in the March 2024 Note. Interest accruing on the March 2024 Note is payable to the March Investor in shares of Common Stock; provided, however, that the Company may pay any such interest in cash or in a combination of cash and shares of Common Stock. The March 2024 Note bears interest at a rate of 5% per annum, as may be adjusted from time to time, and matures on October 1, 2024 (the “March Note Maturity Date”); provided, however, that the March Note Maturity Date may be extended at the option of the Investor as provided in the March 2024 Note. The Company shall have the right to redeem all, but not less than all, of the amount then outstanding under the March 2024 Note at any time. Any redemption shall be made by the Company in cash at a price equal to the greater of (i) 120% of the Conversion Amount (as defined in the March 2024 Note), and (ii) the product of (1) the Conversion Rate (as defined in the March 2024 Note) with respect to the Conversion Amount being redeemed multiplied by (2) the greatest closing sale price of the Common Stock on any trading day immediately preceding the date such redemption payment is made . Upon the occurrence of an Event of Default under the March 2024 Note, the Investor may require the Company to redeem all or any portion of the March 2024 Note, regardless of whether such Event of Default has been cured. March 2024 Warrant The March 2024 Warrant (i) is exercisable for the purchase of up to 22,222,220 0.03 Registration Rights Agreement On the Issue Date, the Company and the March Investor entered into a registration rights agreement (the “RRA”), pursuant to which the Company agreed to file with the SEC, within 45 days after the Issue Date, a registration statement covering the resale of all securities issuable to the March Investor under the March Purchase Agreement. Amended and Restated Note In connection with the March Purchase Agreement, the Company and March Investor amended and restated the Existing Note as set forth in that certain Amended and Restated Convertible Note dated March 25, 2024 (the “A&R Note). At any time, the March Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in the A&R Note) into validly issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $0.03 per share, subject to adjustment as set forth in the A&R Note. Interest accruing on the A&R Note is payable to the March Investor in shares of Common Stock; provided, however, that the Company may pay any such interest in cash or in a combination of cash and shares of Common Stock. The A&R Note bears interest at a rate of 5% per annum and matures on December 1, 2024 (the “A&R Note Maturity Date”); provided, however, that the A&R Note Maturity Date may be extended at the option of the as provided in the A&R Note). The Company shall have the right to redeem all, but not less than all, of the amount then outstanding amount under the A&R Note at any time. Any redemption shall be made by the Company in cash at a price equal to the greater of (i) 120% of the Conversion Amount (as defined in the A&R Note), and (ii) the product of (1) the Conversion Rate (as defined in the A&R Note) with respect to the Conversion Amount being redeemed multiplied by (2) the greatest closing sale price of our Common Stock on any trading day immediately preceding the date such redemption payment is made. Amended and Restated Warrant In connection with the Purchase Agreement, the Company and March Investor agreed to amend and restate the Existing Warrant as set forth in that certain Amended and Restated Warrant to Purchase Common Stock dated March 25, 2024 (the “A&R Warrant). The A&R Warrant is exercisable for the purchase of up to 22,222,220 0.03 May 2024 SPA and STRATA On May 29, 2024 (the “SPA Closing Date”), the Company closed on the transactions contemplated by that certain Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”) and entered into a STRATA Purchase Agreement (the “STRATA Agreement” and together with the SPA, collectively, the “Agreements”) with the Investor, whereby the Investor agreed to purchase up to $ 5,000,000 0.001 Pursuant to the SPA, the Company agreed to sell, and the Investor agreed to purchase, a convertible amortization note of the Company (the “Note”) in the aggregate principal amount of $ 110,000 110,000 10,000 110,000 5,000,000 Beginning on the Commencement Date (as defined in the STRATA Agreement) and subject to the terms and conditions in the STRATA Agreement, the Company shall have the right, but not the obligation, to direct the Investor to purchase up to Five Million Dollars ($ 5,000,000 The foregoing description of the May 29, 2024 transactions does not purport to be complete and is qualified in its entirety by reference to the form of SPA, Note, STRATA Agreement and RRA attached to Current Report on Form 8-K file by the Company June 4, 2024 with the SEC on as Exhibits 10.1, 4.1, 10.2 and 10.3, respectively. On June 14, 2024, the Company issued a convertible promissory note to Coventry Enterprises, LLC in the aggregate principal amount of $ 100,000 10,000 5,000,000 The Company accounted for the above Convertible Notes according to ASC 815. For the derivative financial instruments that are accounted for as liabilities, the derivative liability was initially recorded at its fair value and is being re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For the warrants that were issued with each tranche of funding, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the warrants at inception and then calculates the relative fair value for each loan. Commitment shares are valued at the closing stock price on the effective date of the promissory note. The value of the shares is accounted for as debt discount. The Company deducts the total value of all discounts (OID, value of warrants, discount for derivative) from the calculated derivative liability with any difference accounted for as a loss on debt issuance. The following table summarizes the convertible notes outstanding as of September 30, 2024: Schedule of convertible notes outstanding Note Holder Date Maturity Date Interest Balance Additions Repayments / Conversions Balance Walleye Opportunities Fund 2/21/2023 12/1/2024 5 436,316 — — 436,316 Walleye Opportunities Fund 4/10/2023 4/10/2024 5 1,500,000 — — 1,500,000 Walleye Opportunities Fund 5/26/2023 5/26/2024 5 1,714,286 — — 1,714,286 Coventry Enterprises, LLC 7/31/2023 7/31/2024 10 500,000 — (500,000) (1) — GS Capital Partners 10/26/2023 7/26/2024 12 330,000 — (275,000) 55,000 Clearthink Capital Partners 2/12/2024 11/12/2024 12 — 220,000 (50,000) 170,000 Trillium Partners LP 2/22/2024 1/15/2025 10 — 754,993 (2) (291,778) 463,215 Walleye Opportunities Fund 3/25/2024 12/1/2024 5 — 666,666 — 666,666 Clearthink Capital Partners 5/24/2024 1/24/2025 12 — 110,000 — 110,000 Coventry Enterprises, LLC 6/14/2024 5/15/2025 10 — 100,000 — 100,000 Total $ 4,480,602 $ 1,851,659 $ (1,116,778) $ 5,215,483 Less debt discount $ (1,701,403) (782,889) Convertible notes payable, net $ 2,779,199 $ 4,432,594 (1) $314,284 was repaid in cash, $146,430 was forgiven along with $50,000 of accrued interest. (2) $174,993 add to principal for default penalty. A summary of the activity of the derivative liability for the notes above is as follows: Schedule of activity of derivative liability Balance at December 31, 2023 $ 598,306 Increase to derivative due to new issuances 593,950 Decrease to derivative due to mark to market (342,229 ) Decrease to derivative due to modification of conversion terms (598,306 ) Balance at September 30, 2024 $ 251,721 |