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 and six months ended June 30, 2024, the Company amended certain Convertible Note with original maturity dates of March 24, 2024 and June 17, 2024, to extend their term until March 24, 2025 and June 17, 2025, respectively. 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 $ 126,521 699,286 684,682 684,682 During the three and six months ended June 30, 2024, the Company recognized interest and accretion expense of $ 1,342,178 3,433,668 5,730,714 7,286,891 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 June 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES Balance, December 31, 2022 $ 2,751,633 Issuance costs - Issuance of convertible notes - 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 3,433,668 Extinguishment of debt (4,828,403 ) Convertible notes issued with extended maturity date 5,334,069 Debt discount (1,204,952 ) Balance, June 30, 2024 $ 17,022,717 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT June 30, 2024 December 31, 2023 Convertible notes - total principal $ 19,492,617 $ 18,955,174 Unamortized issuance costs and discount (2,469,890 ) (4,666,839 ) Convertible Notes, Net of Debt Discount $ 17,022,717 $ 14,288,335 June 30, 2024 December 31, 2023 Current portion $ 17,022,717 $ 14,288,335 Non-current portion - - Convertible Notes, Net of Debt Discount $ 17,022,717 $ 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 0.10 125 0.10 125 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 6,888,475 795,934 11,496,701 11,496,701 During the three and six months ended June 30, 2024, the Company extended the maturity date of certain OID Convertible Notes. While some extensions were deemed minor, the majority of the extended contracts were deemed substantive. This triggered the extinguishment of the existing OID Convertible Notes and the issuance of new OID Convertible Notes. Additionally, the detachable warrants attached to the OID Convertible Notes had their maturity extended by two years. As a result, for the three and six months ended June 30, 2024, the Company recognized an incremental fair value increase of $ 4,075,749 and $ 5,483,684 as a change in the fair value of warrants, respectively. Of this amount, $ 5,344,229 139,455 Nil and $ Nil , respectively). During the three and six months ended June 30, 2024, the Company recognized interest and accretion expense of $ 1,566,561 3,640,609 150,086 150,086 The following table summarizes supplemental balance sheet information related to the OID Convertible Notes, net of debt discount outstanding, as of June 30, 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 3,640,609 Extinguishment of debt (4,961,146 ) Unamortized debt discount - issuance costs (1,415,564 ) Convertible note issued with extended maturity date 6,376,710 Debt discount (5,344,229 ) Balance, June 30, 2024 $ 990,636 SCHEDULE OF CONVERTIBLE NOTES NET OF DEBT DISCOUNT June 30, 2024 December 31, 2023 Convertible notes - total principal $ 7,200,619 $ 6,987,606 Unamortized issuance costs and discount (6,376,710 ) (4,293,350 ) Convertible Notes, Net of Debt Discount $ 990,636 $ 2,694,256 June 30, 2024 December 31, 2023 Current portion $ 990,636 $ 2,694,256 Non-current portion $ - $ - Convertible Notes, Net of Debt Discount $ 990,636 $ 2,694,256 2023 Convertible Notes Terms The OID Convertible Notes mature 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 are 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. |