CONVERTIBLE PROMISSORY NOTES AND WARRANTS | NOTE 7 - CONVERTIBLE PROMISSORY 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. In 2021, the Company issued an aggregate of 4,260,594 6,692,765 4,180,071 6,500,743 In 2023, the Company amended the conversion price of the Convertible Notes and the exercise price of the Class C Warrants to $ 0.10 The Company determined that the terms of the new securities were substantially different from the original securities, and, as such the transaction was accounted for as an extinguishment of debt and the new securities accounted for as a new debt issuance. As a result of this substantial modification, a total of 8,269,237 190,584,260 684,682 Additionally, in 2023 due to the non-repayment of the initial principal amount of $ 1,000,000 May 7, 2023 the Company also defaulted under the Convertible Notes on the same date. As the result, the Company accreted a default amount of $7,378,993 to the value of the Convertible Notes in 2023. Additionally, in 2023, the Company issued an aggregate of 4,207,828 344,959 9,340,774 During the three months ended March 31, 2024, the Company amended certain Convertible Note with original maturity dates of March 24, 2024, to extend their term until March 24, 2025. In connection with the extension of the maturity date for the outstanding Convertible Notes, the Company executed a substantial modification that led to the extinguishment of the existing Convertible Notes and the issuance of new Convertible Notes. This modification resulted in a gain on extinguishment of $ 572,764 Nil During the three months ended March 31, 2024, the Company recognized interest and accretion expense of $ 2,091,490 2,763,749 The Company determined that the optional conversion feature attached to the Convertible Notes did not meet the definition of derivative liability 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 have been recorded as debt discount and is being amortized to interest and accretion expense using the effective interest method over the term of the Convertible Notes. The following table summarizes supplemental balance sheet information related to the convertible notes, net of debt discount outstanding, as of March 31, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES Balance, December 31, 2022 $ 2,751,633 Debt accretion on Original securities 1,835,741 Debt extinguishment (4,587,374 ) Convertible notes issued - new securities 19,403,385 Debt discount (19,403,385 ) Debt accretion on New Securities 17,792,071 Mandatory Default Amount 7,378,993 Conversion of debt (9,426,260 ) Extinguishment of debt (10,518,069 ) Convertible notes issued with extended maturity date 10,518,069 Debt discount (1,520,047 ) Debt accretion 63,578 Balance, December 31, 2023 $ 14,288,335 Debt accretion 2,091,490 Extinguishment of debt (3,952,573 ) Convertible notes issued with extended maturity date 4,366,512 Debt discount (986,703 ) Balance, March 31, 2024 $ 15,807,061 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT March 31, December 31, Convertible notes - total principal $ 19,400,891 $ 18,955,174 Unamortized issuance costs and discount (3,593,830 ) (4,666,839 ) Convertible Notes, Net of Debt Discount $ 15,807,061 $ 14,288,335 March 31, December 31, Current portion $ 15,807,061 $ 14,288,335 Non-current portion - - Convertible Notes, Net of Debt Discount $ 15,807,061 $ 14,288,335 2023 Convertible Notes and Warrants In 2023, the Company conducted five separate closings (the “2023 OID Units Closings”) of a private placement of up to $ 10,000,000 100,000,000 15 0.10 0.10 0.20 Pursuant to the 2023 OID Units Closings, the company issued 69,876,060 5,404,452 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 originally issued met the definition of a liability and therefore was accounted for as a derivative liability instrument. The warrants were fair valued at $ 12,292,635 and recorded as derivative liabilities on the condensed consolidated balance sheets. As a result of the warrant liability exceeding the value of the debt principal, the Company recorded a $ 6,888,475 loss on issuance of debt in the consolidated statements of operations for the year ended December 31, 2023. These warrants were valued using the Black-Scholes pricing method. The changes in the assumptions used to value the warrants as of December 11, 2023, resulted in a $ 795,934 decrease in fair value of this liability. At December 11, 2023, the fair market value of detachable warrant liability was $ 11,496,701 . Additionally, on December 11, 2023, the Company amended the OID Convertible Notes contracts, resulting in a change in the accounting treatment for the detachable warrants. Following the amendment, the warrants no longer met the definition of liability and were consequently accounted for as equity instruments. This adjustment led to a reclassification of $ 11,496,701 from derivative liabilities to equity in the Company’s condensed consolidated financial statements. During the three months ended March 31, 2024, the Company extended the maturity date of certain OID Convertible Notes. Four out of five extensions did not result in a significant modification. However, one extension contract executed on February 12, 2024, extended the maturity date by one year to February 12, 2025, and was deemed substantive. This triggered the extinguishment of the existing OID Convertible Note and the issuance of a new Convertible Note. Additionally, the detachable warrants attached to the OID Convertible Notes had their maturity extended by two years. As a result, the Company recognized an incremental fair value increase of $ 1,128,078 680,135 Nil During the three months ended March 31, 2024, the Company recognized interest and accretion expense of $ 2,074,078 Nil The following table summarizes supplemental balance sheet information related to the OID Convertible Notes, net of debt discount outstanding, as of March 31, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES OID Convertible Notes, Net of Debt Discount Balance, December 31, 2022 $ - Issuance of convertible notes 6,987,606 Issuance cost (1,583,154 ) Debt discount (5,404,452 ) Debt accretion 2,694,256 Balance, December 31, 2023 $ 2,694,256 Debt accretion 2,074,078 Extinguishment of debt (1,268,481 ) Convertible note issued with extended maturity date 2,529,786 Debt discount (581,171 ) Balance, March 31, 2024 $ 5,448,468 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT March 31, December 31, Convertible notes - total principal $ 7,667,742 $ 6,987,606 Unamortized issuance costs and discount (2,219,274 ) (4,293,350 ) Convertible Notes, Net of Debt Discount $ 5,448,468 $ 2,694,256 March 31, December 31, Current portion $ 5,448,468 $ 2,694,256 Non-current portion $ - $ - Convertible Notes, Net of Debt Discount $ 5,448,468 $ 2,694,256 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. |