CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 7 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS May 2021 Unit Purchase Agreement On May 27, 2021, Marizyme entered into a Unit Purchase Agreement to sell up to 4,000,000 2.50 Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company, (ii) a warrant to purchase one share of common stock of the Company (the “Class A Warrant”); and (iii) a second warrant to purchase common stock of the Company (the “Class B Warrant”). In May 2021, the Company issued and sold 29,978 2.50 74,945 74,945 29,978 29,978 6,745 In July 2021, the Company issued and sold 440,000 1,100,000 1,100,000 440,000 440,000 September 2021 Amended Unit Purchase Agreement On September 29, 2021, due to a lower common stock price, the Company, with the consent of all Unit holders, amended the May, 2021, Unit Agreements. By rescinding their investment, the Unit holders agreed to amend the Unit Purchase Agreement resulted in the following significant changes to the offering: (i) Decreased the offering price under the Unit Purchase Agreement from $ 2.50 2.25 (ii) Decreased the conversion price from $ 2.50 2.25 (iii) Cancelled all Class A Warrants and Class B Warrants and replaced them with Class C Warrants. December 2021 Unit Purchase Agreement On December 21, 2021, the Company entered into a Unit Purchase Agreement (the “December UPA”) to sell up to 9,714,286 1.75 Each Unit is comprised of (i) a convertible promissory note convertible into common stock of the Company at an initial conversion price of $1.75 and, (ii) a warrant to purchase two shares of Common Stock at an initial purchase price of $2.25 per share (the new Class C Warrant) 3,438,572 1.75 6,000,000 December 2021 Exchange Agreements On December 21, 2021, in conjunction with a $6.0 million investment, the Company and the existing Unit holders agreed to exchange the original securities (“Old Securities”) held by the current investors/unit holders for New Securities, consisting of (i) a New Note in the principal amount equal to the original principal amount of the Original Note, plus all accrued interest through the day prior to December 21, 2021, and (ii) a New Warrant (new Class C Warrants) in exchange for the original Class C Warrants. The Exchange of the Original Securities for the New Securities included the following significant changes: (i) Decreased the offering price under the Unit Purchase Agreement from $ 2.25 1.75 (ii) Extended the maturity date of the notes to December 21, 2023 (iii) Decreased the conversion price from $ 2.25 1.75 (iv) Original Class C Warrants were exchanged for New Class C warrants with an exercise price of $ 2.25 200 The Company determined that the terms of the New Securities were substantially different from the Original Securities, and, as such the exchange of the Original Securities for the New Securities was accounted for as an extinguishment of debt on December 21, 2021, and the New Securities accounted for as a new debt issuance. As a result of this substantial modification, the total of 621,087 832,022 In 2022, the Company issued additional 4,180,071 6,500,743 Additionally, on October 28, 2022, following a letter agreement entered into between the Company, Bradley Richmond, and Univest Securities, LLC (“Univest”), dated October 28, 2022, addressed and submitted to the Corporate Financing Department of the Financial Industry Regulatory Authority, Inc. (the “October 2022 Letter Agreement”), the Company extinguished convertible promissory notes held by Univest and Mr. Richmond, as well as Class C Warrants, attached to them. The parties agreed to forgo compensation previously received for no consideration in exchange. As the result of extinguishment of these obligations, the Company recorded $ 338,181 The Company determined that the optional and automatic conversion feature and the share redemption feature attached to the convertible notes meet the definition of derivative liabilities and that the detachable warrants issued do not meet the definition of a liability and therefore will be accounted for as an equity instrument. The fair value of the warrants issued and the fair value of derivative liabilities issued have been recorded as debt discount and are being amortized to interest and accretion expense using the effective interest method over the term of the Convertible Notes. During the three months ended March 31, 2023, the Company recognized interest and accretion expense of $ 1,556,177 291,997 The following table summarizes supplemental balance sheet information related to the convertible notes, net of debt discount outstanding, as of March 31, 2023, and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES Convertible Notes, Net of Debt Discount Balance, December 31, 2021 $ 26,065 Convertible notes issued - new securities 7,315,138 Issuance costs (535,717 ) Debt discount (6,479,421 ) Debt accretion 2,763,749 Debt extinguishment (338,181 ) Balance, December 31, 2022 2,751,633 Debt accretion 1,556,177 Balance, March 31, 2023 $ 4,307,810 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT March 31, 2023 December 31, 2022 Convertible notes - total principal $ 14,432,996 $ 14,432,996 Unamortized issuance costs and discount (10,125,186 ) (11,681,363 ) Convertible Notes, Net of Debt Discount $ 4,307,810 $ 2,751,633 March 31, 2023 December 31, 2022 Current portion $ 3,515,600 $ - Non-current portion 792,210 2,751,633 Convertible Notes, Net of Debt Discount $ 4,307,810 $ 2,751,633 Convertible Notes Terms The Convertible Notes mature in 24 months from the initial closing date and accrue 10% of simple interest per annum on the outstanding principal amount. The Convertible Notes principal and accrued interest can be converted at any time at the option of the holder at a conversion price of $1.75 per share (previously $2.25 per the September 2021 Amendment and originally $2.50 per the May Unit Purchase Agreement) 10,000,000 75 1.75 In the event that the Company consummates, while the Convertible Note is outstanding, an equity financing with a gross aggregate amount of securities sold less than $ 10,000,000 New Class C Warrants Terms ● Exercise price is the lower of (i) $ 2.25 75 2.25 ● Exercisable for a period of 5 ● Warrant Coverage: 200 |