Convertible Debentures | 8. Convertible Debentures As of June 30, 2022 and December 31, 2021, the Company had outstanding the following convertible debentures: June 30, December 31, 2022 2021 Convertible promissory note, Cobra Equities SPV, LLC, 18% interest, unsecured, matured June 1, 2019 $ 50,000 $ 200,000 Convertible promissory note, Cobra Equities SPV, LLC, 10% interest, secured, due on demand 54,000 125,680 Convertible promissory note, Cobra Equities SPV, LLC, Tranche 1, 9% interest, secured, matures January 1, 2023, net of debt discount of $13,038 and $117,556, respectively 276,435 171,918 Convertible promissory note, Cobra Equities SPV, LLC, Tranche 2, 9% interest, secured, matures January 1, 2023, net of debt discount of $16,264 and $148,173, respectively 335,841 203,932 Convertible promissory note, Jeffrey Gardner, 6% interest, unsecured, matured September 15, 2021, due on demand 125,000 125,000 Convertible promissory note, James Marsh, 6% interest, unsecured, matured September 15, 2021, due on demand 125,000 125,000 Convertible promissory note issued to Roger Ponder, 10% interest, unsecured, matures August 31, 2022, debt premium of $10,609 and $42,435, respectively 34,503 66,329 Convertible promissory note, Dominion Capital, LLC, 9.9% interest, senior secured, matures December 29, 2023, net of debt discount of $1,189,569 and $2,223,975, respectively 560,431 276,025 Convertible promissory note, Cobra Equities SPV, LLC, 9.9% interest, senior secured, matures December 29, 2023 750,000 - Convertible promissory note issued to the Mark Munro 1996 Charitable Remainder UniTrust, 9% interest, unsecured, due April 30, 2024 2,750,000 2,750,000 Convertible promissory note, FJ Vulis and Associates LLC, 12% interest, secured, matures May 11, 2023, net of debt discount of $434,649 65,351 - Convertible promissory note, Cobra Equities SPV, LLC, 12% interest, secured, due on demand - 89,047 Total 5,126,561 4,132,931 Less: Current portion of convertible debentures, net of debt discount/premium (2,614,751 ) (3,924,557 ) Convertible debentures, net of current portion, net of debt discount $ 2,511,810 $ 208,374 The Company’s convertible debentures have an effective interest rate range of 10.0% to 106.1%. Convertible promissory note, Cobra Equities SPV, LLC, 18% interest, unsecured, matured June 1, 2019 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a convertible promissory note issued to Cobra Equities SPV, LLC. The note had been previously assigned to Cobra Equities SPV, LLC by another lender. The amount outstanding as of June 15, 2021 was $406,000, with accrued interest of $16,030. Interest accrues on the note at 18% per annum. The note is convertible into shares of the Company’s common stock at a conversion price equal to 60% of the lowest VWAP for the 10 consecutive trading days immediately preceding the conversion. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging.” During the period of June 16, 2021 through December 31, 2021, the holder of the note converted $206,000 of principal and $3,620 of accrued interest into shares of the Company’s common stock. During the six months ended June 30, 2022, the holder of the note converted $150,000 of principal into shares of the Company’s common stock. The Company owed $50,000 as of June 30, 2022. Convertible promissory note, SCS Capital Partners, LLC, 12% interest, secured, matures December 30, 2021 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a convertible promissory note issued to SCS, LLC. The note had been previously assigned to SCS, LLC by another lender. The amount outstanding as of June 15, 2021 was $235,989, with accrued interest of $16,763. The interest on the outstanding principal due under the note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the note is due on December 30, 2021. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.0275 per share. On or after the date of the closing of a subsequent offering, the fixed conversion price shall be 105% of the price of the common stock issued in the subsequent offering. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging.” On September 23, 2021, the holder of the note assigned the note to Cobra Equities SPV, LLC (refer to the “Convertible promissory note, Cobra Equities SPV, LLC, 12% interest, secured, due on demand” section of this note for additional detail). Convertible promissory note, Cobra Equities SPV, LLC, 12% interest, secured, due on demand On September 23, 2021, the holder of the note described in the “Convertible promissory note, SCS Capital Partners, LLC, 12% interest, secured, matures December 30, 2021” section of this note assigned the note to Cobra Equities SPV, LLC. The interest on the outstanding principal due under the note accrued at a rate of 12% per annum. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.0275 per share. On or after the date of the closing of a subsequent offering, the fixed conversion price would have been 105% of the price of the common stock issued in the subsequent offering. The note matured on December 30, 2021 and was due on demand. During the period of September 23, 2021 through December 31, 2021, the holder of the note converted $146,942 of principal and $112,700 of accrued interest into shares of the Company’s common stock During the six months ended June 30, 2022, the holder of the note converted $89,047 of principal and $2,281 of accrued interest into shares of the Company’s common stock (refer to Note 11, Common Stock, for additional detail). As a result of these conversions, the outstanding balance was $0 as of June 30, 2022. Convertible promissory note, SCS Capital Partners, LLC, 10% interest, secured, matures December 31, 2021 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a convertible promissory note issued to SCS, LLC. The amount outstanding as of June 15, 2021 was $219,941, with accrued interest of $7,991. The note was originally issued on December 29, 2020 in the principal amount of $175,000. The interest on the outstanding principal due under the note accrues at a rate of 10% per annum. All principal and accrued but unpaid interest under the note is due on December 31, 2021. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.04 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging.” During the period of June 16, 2021 through September 23, 2021, the Company made cash payments for principal of $94,260. On September 23, 2021, the holder of the note assigned the note to Cobra Equities SPV, LLC (refer to the “Convertible promissory note, Cobra Equities SPV, LLC, 10% interest, secured, due on demand” section of this note for additional detail). Convertible promissory note, Cobra Equities SPV, LLC, 10% interest, secured, due on demand On September 23, 2021, the holder of the note described in the “Convertible promissory note, SCS Capital Partners, LLC, 10% interest, secured, matures December 31, 2021” section of this note assigned the note to Cobra Equities SPV, LLC. The interest on the outstanding principal due under the note accrues at a rate of 10% per annum. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.04 per share. In any event of default, the note is convertible at the alternate conversion price of 45% of the lowest traded price for the previous 20 consecutive trading days prior to the conversion date. The note matured on December 31, 2021 and is now due on demand. During the six months ended June 30, 2022, the holder of the note converted $71,680 of principal into shares of the Company’s common stock (refer to Note 11, Common Stock, for additional detail). As of June 30, 2022, the Company owed $54,000 pursuant to this agreement. As a result of conversions during the period of July 1, 2022 through August 12, 2022, the amount owed as of the date of this report is $0 (see Note 19, Subsequent Events, for additional details). Convertible promissory note, Cobra Equities SPV, LLC, 9% interest, secured, matures January 1, 2023 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a convertible promissory note issued to IQ Financial Inc. and assigned to Cobra Equities SPV, LLC. The amount outstanding for Tranche 1 as of June 15, 2021 was $289,473, with accrued interest of $11,202. The amount outstanding for Tranche 2 as of June 15, 2021 was $342,105, with accrued interest of $10,446. The note was originally issued to IQ Financial Inc. on January 27, 2021 in the aggregate principal amount of $631,579. The note was assigned to Cobra Equities SPV, LLC on March 2, 2021. The funds were received in two disbursements – $275,000 on January 28, 2021 and $325,000 on March 1, 2021 (refer to the “Convertible promissory note, Cobra Equities SPV, LLC Tranche 1, 9% interest, secured, matures January 1, 2023” and “Convertible promissory note, Cobra Equities SPV, LLC Tranche 2, 9% interest, secured, matures January 1, 2023” sections below for additional detail. Convertible promissory note, Cobra Equities SPV, LLC Tranche 1, 9% interest, secured, matures January 1, 2023 On January 28, 2021, High Wire received the first tranche of the note discussed in the “Convertible promissory note, Cobra Equities SPV, LLC, 9% interest, secured, matures January 1, 2023” above. High Wire received $275,000, with an original issue discount of $14,474. The interest on the outstanding principal due under the secured note accrues at a rate of 9% per annum. All principal and accrued but unpaid interest under the secured note is due on January 1, 2023. The holder may begin converting the note into shares of the Company’s common stock six months after issuance when it is Rule 144 eligible. The conversion price is fixed at $0.05 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging.” As of June 30, 2022, the Company owed $289,474 pursuant to this agreement and will record accretion equal to the debt discount of $13,038 over the remaining term of the note. Convertible promissory note, Cobra Equities SPV, LLC Tranche 2, 9% interest, secured, matures January 1, 2023 On March 1, 2021, High Wire received the second tranche of the note discussed in the “Convertible promissory note, Cobra Equities SPV, LLC, 9% interest, secured, matures January 1, 2023” above. High Wire received $325,000, with an original issue discount of $17,105. The interest on the outstanding principal due under the secured note accrues at a rate of 9% per annum. All principal and accrued but unpaid interest under the secured note is due on January 1, 2023. The holder may begin converting the note into shares of the Company’s common stock six months after issuance when it is Rule 144 eligible. The conversion price is fixed at $0.05 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging.” During the period of June 16, 2021 through December 31, 2021, $10,000 was added to the principal balance. As of June 30, 2022, the Company owed $352,105 pursuant to this agreement and will record accretion equal to the debt discount of $16,264 over the remaining term of the note. Convertible promissory note, Jeffrey Gardner, 6% interest, unsecured, due on demand On June 15, 2021 the Company issued to Jeffrey Gardner an unsecured convertible promissory note in the aggregate principal amount of $125,000 in connection with the 2021 merger transaction. The interest on the outstanding principal due under the note accrues at a rate of 6% per annum. All principal and accrued but unpaid interest under the note is due on September 15, 2021. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.075 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging.” On September 15, 2021, this note matured and is now due on demand. Additionally, the interest rate increased to 18% per annum. As of June 30, 2022, the Company owed $125,000 pursuant to this agreement. Convertible promissory note, James Marsh, 6% interest, unsecured, due on demand On June 15, 2021 the Company issued to James Marsh an unsecured convertible promissory note in the aggregate principal amount of $125,000 in connection with the 2021 merger transaction. The interest on the outstanding principal due under the note accrues at a rate of 6% per annum. All principal and accrued but unpaid interest under the note is due on September 15, 2021. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.075 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging.” On September 15, 2021, this note matured and is now due on demand. Additionally, the interest rate increased to 18% per annum. As of June 30, 2022, the Company owed $125,000 pursuant to this agreement. Convertible promissory note, Roger Ponder, 10% interest, unsecured, matures August 31, 2022 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed High Wire’s convertible promissory note issued to Roger Ponder. The note was originally issued on August 31, 2020 in the principal amount of $23,894. Interest accrues at 10% per annum. All principal and accrued but unpaid interest under the note is due on August 31, 2022. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.06 per share, subject to adjustment based on the terms of the note. The embedded conversion option does not qualify for derivative accounting. As a result of the conversion price being fixed at $0.06, the note has a conversion premium of $58,349, and the fair value of the note is $19,000. For the three and six months ended June 30, 2022, the Company recorded $15,913 and $31,826, respectively, of amortization of premium to the unaudited condensed consolidated statement of operations. As of June 30, 2022, the Company owed $23,894 pursuant to this agreement and will amortize the remaining premium of $10,609 over the remaining term of the note. The total liability as of June 30, 2022 was $34,503. Convertible promissory note, Dominion Capital, LLC, 9.9% interest, senior secured, matures December 29, 2023 On November 3, 2021, the Company closed on a private placement transaction (the “Transaction”) whereby it issued a senior secured convertible promissory note with a principal amount of $2,500,000 to an institutional investor for net proceeds of $2,375,000, a debt discount of $125,000. The note facilitated the 2021 acquisition of SVC. The note accrues interest at the rate of 9.9% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.50 per share, subject to adjustment as set forth in the note. The note amortizes beginning ten months following issuance, in 18 monthly installments. Additionally, the Company issued to the investor a common stock purchase warrant to purchase up to 5,400,000 shares of the Company’s common stock at an exercise price of $0.50 per share. The warrants expire on November 3, 2024. In connection with the Transaction, the Company agreed to file a registration statement registering the resale of the shares of common stock issuable upon conversion of the note within 30 days of the closing of the Transaction. The embedded conversion option and warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $4,183,000 and the warrant of $2,788,020 resulted in an additional debt discount of $2,425,000 and an initial derivative expense of $4,596,020. On April 1, 2022, Dominion Capital LLC assigned $750,000 of principal of its convertible promissory note from the Company to Cobra Equities SPV, LLC. The terms of the note remain the same. As of June 30, 2022, the Company owed $1,750,000 pursuant to this agreement and will record accretion equal to the debt discount of $1,189,569 over the remaining term of the note. Convertible promissory note, Cobra Equities SPV, LLC, 9.9% interest, senior secured, matures December 29, 2023 On April 1, 2022, $750,000 of principal of the note described in the “Convertible promissory note, Dominion Capital, LLC, 9.9% interest, senior secured, matures December 29, 2023” section above was assigned to Cobra Equities SPV, LLC. The note accrues interest at the rate of 9.9% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.50 per share, subject to adjustment as set forth in the note. The note amortizes beginning ten months following issuance, in 18 monthly installments. As of June 30, 2022, the Company owed $750,000 pursuant to this agreement. Convertible promissory note issued to the Mark Munro 1996 Charitable Remainder UniTrust, 9% interest, unsecured, due April 30, 2024 On December 28, 2021, the Mark Munro 1996 Charitable Remainder UniTrust, the holder of a note with a principal balance of $2,292,971 described in Note 6, Loans Payable to Related Parties, exchanged the note for a new convertible promissory note in the principal amount of $2,750,000. The note bears interest at a rate of 9% per annum and is due on September 1, 2022. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.15 per share, subject to adjustment as set forth in the note. The note calls for monthly payments of $75,000 from April 2022 through August 2022, with a balloon payment of $2,375,000 due on September 1, 2022. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $5,129,000 resulted in loss on settlement of debt of $5,129,000. On April 11, 2022, the Mark Munro 1996 charitable Remainder Unitrust amended the terms of the Company’s convertible promissory note payable. The note maturity was amended from September 30, 2022 to April 30, 2024. Payment terms were also amended, and no payments are due until October 1, 2022. All other terms of the note remain the same. The amendment was accounted for as a debt modification. As a result, a loss on settlement of debt of $689,000 was recorded on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2022. As of June 30, 2022, the Company owed $2,750,000 pursuant to this agreement. Convertible promissory note, FJ Vulis and Associates LLC, 12% interest, secured, matures May 11, 2023 On May 11, 2022, the Company issued to FJ Vulis and Associates LLC a secured convertible redeemable note in the aggregate principal amount of $500,000. The interest on the outstanding principal due under the note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the note is due on May 11, 2023. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.065 per share. In any event of default, or if the Company’s common stock has a closing price of less than $0.013 per share, the fixed price is removed. The embedded conversion option and warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “Derivatives and Hedging”. The initial fair value of the conversion feature of $511,000 resulted in a debt discount of $500,000 and an initial derivative expense of $11,000. As of June 30, 2022, the Company owed $500,000 pursuant to this agreement and will record accretion equal to the debt discount of $434,649 over the remaining term of the note. |