CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 7 - CONVERTIBLE PROMISSORY NOTES AND WARRANTS 2021 Convertible Notes and Warrants From May 2021 to August 2022, the Company conducted a private placement (the “Units Private Placement”) of units (the “Units”) consisting of 10% secured convertible promissory notes (the “Convertible Notes”) and accompanying warrants (the “Class C Warrants”), as were modified or amended from time to time. The most recent terms of the Convertible Notes and Class C Warrants were as follows: 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. 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 1.75 2.25 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 The Company determined that the optional and automatic conversion feature and the share redemption feature attached to the Convertible Notes met the definition of derivative liabilities and that the detachable warrants issued did not meet the definition of a liability and therefore was 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. In 2021, the Company issued an aggregate of 4,260,594 6,692,765 4,180,071 6,500,743 Adjustment to Conversion Price of Convertible Notes and Exercise Price of Class C Warrants On April 13, 2023, the Company obtained exercise and conversion rights waivers and amendments from holders of the Convertible Notes and Class C Warrants (“Original Securities”), pursuant to which, the conversion price of the Convertible Notes and the exercise price of the Class C Warrants was adjusted to $ 0.10 14,432,996 16,538,486 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 April 13, 2023, and the New Securities accounted for as a new debt issuance. As a result of this substantial modification, a total of 8,269,237 Units outstanding were replaced with an aggregate of 1 90,584,260 pro rata Units, and a loss on debt extinguishment of $ 684,682 was recorded in condensed consolidated statements of operations for the six months ended June 30, 2023 (June 30, 2022 - $ Nil ). The Company determined that the optional conversion feature attached to the Convertible Notes did not meet the definition of derivative liabilities and that the detachable warrants issued did not meet the definition of a liability and therefore was accounted for as an equity instrument. The fair value of $ 19,058,426 During the three and six months ended June 30, 2023, the Company recognized interest and accretion expense of $ 5,730,714 7,286,891 524,884 816,881 Each of the Convertible Notes provides that any default on indebtedness of more than $ 100,000 1,000,000 May 7, 2023 135 The aggregate Mandatory Default Amount that may be due under the Convertible Notes was $ 27,996,132 Therefore, as a result of the event of the default, the Company accreted 7,258,256 ings The following table summarizes supplemental balance sheet information related to the convertible notes, net of debt discount outstanding, as of June 30, 2023, and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES Convertible Notes, Net of Debt Discount Balance, December 31, 2021 $ 26,065 Principal of Convertible Notes issued - Original 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 on Original securities 1,835,741 Debt extinguishment (4,587,374 ) Principal of Convertible Notes issued - New securities 19,058,426 Debt discount (19,058,426 ) Debt accretion on New Securities 5,451,150 Debt accretion associated with Mandatory Default Amount 7,258,256 Conversion of debt (85,486 ) Balance, June 30, 2023 $ 12,623,920 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT June 30, 2023 December 31, 2022 Convertible notes - total principal $ 18,824,730 $ 14,432,996 Mandatory Default Amount 7,258,256 - Unamortized issuance costs and discount (13,459,066 ) (11,681,363 ) Convertible Notes, Net of Debt Discount $ 12,623,920 $ 2,751,633 June 30, 2023 December 31, 2022 Current portion $ 12,316,495 $ - Non-current portion 307,425 2,751,633 Convertible Notes, Net of Debt Discount $ 12,623,920 $ 2,751,633 2023 Convertible Notes and Warrants On May 12, 2023, the Company conducted the initial closing (the “OID Units Initial Closing”) of a private placement of up to $ 10,000,000 100,000,000 0.10 0.10 0.20 As part of the OID Units Initial Closing and on the same date, Walleye Opportunities Master Fund Ltd. (“Walleye”) paid a subscription amount of $ 1,000,000 11,764,710 1,176,471 11,764,710 0.10 14,705,880 14,705,880 On May 30, 2023, the Company conducted the second closing (the “OID Units Second Closing”) of the OID Units Private Placement. In the OID Units Second Closing, Hexin Global Ltd. (“Hexin”) and Walleye agreed to the cancellation of the Hexin Promissory Note and the Walleye Promissory Note (see Note 6), respectively, and Frank Maresca (“Maresca”), a consultant to the Company, agreed to the cancellation of certain indebtedness, in exchange for OID Units and related agreements, as described below. First, under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Hexin (the “Hexin Cancellation Agreement”), Hexin agreed to cancel the Hexin Promissory Note (see Note 6) in exchange for the issuance of 9,578,040 957,804 814,133 9,578,040 0.10 11,972,550 0.10 11,972,550 0.20 Second, under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Walleye (the “Walleye Cancellation Agreement”), Walleye agreed to cancel the Walleye Promissory Note (see Note 6) in exchange for the issuance of 14,705,890 1,470,589 1,250,000 14,705,890 0.10 18,382,362 0.10 18,382,362 0.20 Third, under a Cancellation and Exchange Agreement, dated as of May 30, 2023, between the Company and Maresca (the “Maresca Cancellation Agreement” and together with the Hexin Cancellation Agreement and the Walleye Cancellation Agreement, the “Cancellation and Exchange Agreements”), Maresca agreed to cancel $150,000 of the aggregate short-term indebtedness to Maresca, which arose in the ordinary course of business for certain consulting services provided by Maresca to the Company, in exchange for the issuance of 1,764,710 176,471 150,000 1,764,710 0.10 2,205,887 0.10 2,205,887 0.20 The Company determined that the optional conversion feature attached to the OID Convertible Notes did not meet the definition of derivative liability and that the detachable warrants issued met the definition of a liability and therefore was accounted for as a derivative liability instrument. The warrants were fair valued at $ 5,461,702 As a result of the warrant liability exceeding the value of the debt principal, 2,377,569 During the three and six months ended June 30, 2023, the Company recognized interest and accretion expense of $ 150,086 150,086 Nil Nil The following table summarizes supplemental balance sheet information related to the OID Convertible Notes, net of debt discount outstanding, as of June 30, 2023, and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES OID Convertible Notes, Net of Debt Discount Balance, December 31, 2022 $ - Issuance of convertible notes 3,781,335 Issuance cost (697,202 ) Debt discounts (3,084,133 ) Debt accretion 150,086 Balance, June 30, 2023 $ 150,086 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT June 30, 2023 December 31, 2022 OID Convertible Notes - total principal $ 3,781,335 $ - Unamortized issuance costs and discount (3,631,249 ) - OID Convertible Notes, Net of Debt Discount $ 150,086 $ - June 30, 2023 December 31, 2022 Current portion $ 150,086 $ - Non-current portion - - OID Convertible Notes, Net of Debt Discount $ 150,086 $ - 2023 Convertible Notes Terms The OID Convertible Notes will mature in nine months from the date of the OID Units Initial Closing and accrue 10% of interest per annum on the outstanding principal amount. The OID Convertible Notes will be unsecured and subordinated to any senior indebtedness of the Company. The OID Convertible Notes’ principal and accrued interest may generally be converted at any time at a conversion price of $0.10 per share, subject to adjustment, at the option of the holder, into shares of common stock, subject to certain limitations: (i) conversion would not cause the holder to beneficially own more than 4.99% of the Company’s common stock, or more than 9.99% if the holder beneficially owns more than 4.99% of common stock based on ownership of equity securities of the Company other than the OID Convertible Notes or the respective warrants; and (ii) the Company’s articles of incorporation have been amended to increase the number of authorized shares of common stock to a sufficient amount to permit the full conversion of the OID Convertible Notes (the “Capital Event Amendment”) 2023 Warrants Terms The Class E Warrants and Class F Warrants are generally exercisable for a period from the date of the Capital Event Amendment until five years from the date of issue. The exercise right is subject to a similar beneficial ownership limitation that applies to conversion of the OID Convertible Notes above, i.e., exercise is permitted only if it would not cause the holder to beneficially own more than 4.99% of the Company’s common stock, or more than 9.99% if the holder beneficially owns more than 4.99% of common stock based on ownership of equity securities of the Company other than the OID Convertible Notes or the Class E Warrants and Class F Warrants. |