Convertible Debentures | 8. Convertible Debentures As of December 31, 2022 and 2021, the Company had outstanding the following convertible debentures: December 31, December 31, 2022 2021 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 March 31, 2023, debt premium of $0 and $42,435, respectively 23,894 66,329 Convertible promissory note issued to the Mark Munro 1996 Charitable Remainder UniTrust, 9% interest, unsecured, due April 30, 2024 2,450,000 2,750,000 Convertible promissory note, FJ Vulis and Associates LLC, 12% interest, secured, matures May 11, 2023 500,000 - Convertible promissory note, Cobra Equities SPV, LLC, 18% interest, unsecured, matured June 1, 2019 - 200,000 Convertible promissory note, Cobra Equities SPV, LLC, Tranche 1, 9% interest, secured, matures January 1, 2023, net of debt discount of $0 and $117,556, respectively - 171,918 Convertible promissory note, Cobra Equities SPV, LLC, Tranche 2, 9% interest, secured, matures January 1, 2023, net of debt discount of $0 and $148,173, respectively - 203,932 Convertible promissory note, Dominion Capital, LLC, 9.9% interest, senior secured, matures December 29, 2023, net of debt discount of $0 and $2,223,975, respectively - 276,025 Convertible promissory note, Cobra Equities SPV, LLC, 9.9% interest, senior secured, matures December 29, 2023 - - Convertible promissory note, Cobra Equities SPV, LLC, 10% interest, secured, due on demand - 125,680 Convertible promissory note, Cobra Equities SPV, LLC, 12% interest, secured, due on demand - 89,047 Total 3,223,894 4,132,931 Less: Current portion of convertible debentures, net of debt discount/premium (1,598,894 ) (3,924,557 ) Convertible debentures, net of current portion, net of debt discount $ 1,625,000 $ 208,374 The Company’s convertible debentures have an effective interest rate range of 10.1% 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 year ended December 31, 2022, the holder of the note converted $178,547 of principal and $36,296 of accrued interest into shares of the Company’s common stock (refer to Note 11, Common Stock, for additional detail). During the year ended December 31, 2022, the Company made cash payments of $21,453. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $44,043 was recorded on the consolidated statement of operations for the year ended December 31, 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 year ended December 31, 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 December 31, 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 accrued at a rate of 10% per annum. The note was 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 was 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 was due on demand. During the year ended December 31, 2022, the holder of the note converted $125,680 of principal and $22,613 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 December 31, 2022. 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. During the year ended December 31, 2022, the holder of the note converted $60,000 of principal and $100,000 of accrued interest into shares of the Company’s common stock. $60,000 of principal and $46,358 of accrued interest was related to Tranche 1 (refer to Note 11, Common Stock, for additional detail). During the year ended December 31, 2022, the Company made cash payments of $229,474. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $140,762 was recorded on the consolidated statement of operations for the year ended December 31, 2022. 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. During the year ended December 31, 2022, the holder of the note converted $60,000 of principal and $100,000 of accrued interest into shares of the Company’s common stock. $53,642 of the accrued interest was related to Tranche 2 (refer to Note 11, Common Stock, for additional detail). During the year ended December 31, 2022, the Company made cash payments of $352,105. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $323,291 was recorded on the consolidated statement of operations for the year ended December 31, 2022. 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 December 31, 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 are 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 December 31, 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 are 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 year ended December 31, 2022, the Company recorded $42,435 of amortization of premium to the consolidated statement of operations. On September 30, 2022, the Company and the holder of the note mutually agreed to extend the maturity date to December 31, 2022. The terms of the note were unchanged. On December 31, 2022, the Company and the holder of the note mutually agreed to extend the maturity date to March 31, 2023. The terms of the note were unchanged. As of December 31, 2022, the Company owed $23,894 pursuant to this agreement. 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 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. On December 30, 2022, Dominion Capital, LLC agreed to forfeit the 5,400,000 outstanding share purchase warrants in connection with an amendment to the Certificate of Designation of the Company’s Series A preferred stock (refer to Note 12, Preferred Stock, for additional detail). During the year ended December 31, 2022, the Company made cash payments of $1,750,000. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $413,002 was recorded on the consolidated statement of operations for the year ended December 31, 2022. 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. During the year ended December 31, 2022, the Company made cash payments of $750,000. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $213,540 was recorded on the consolidated statement of operations for the year ended December 31, 2022. 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 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. On September 30, 2022, the holder of the note agreed to defer payment due under the note to October 30, 2022. In exchange, the Company paid a fee of $5,000. Additionally, interest will accrue at a rate of 18% per annum until the note is current on payments. During the year ended December 31, 2022, the Company made cash payments of $300,000. As of December 31, 2022, the Company owed $2,450,000 pursuant to this agreement. In connection with the divestiture of the ADEX Entities, the buyer assumed this note (refer to Note 19, Subsequent Events, for additional detail). 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 are 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 On October 28, 2022, the Company executed an agreement with FJ Vulis and Associates, LLC whereby FJ Vulis and Associates, LLC agreed to extend its option to call for payment of the principal amount and accrued interest of its convertible debenture from November 7, 2022 to December 22, 2022. On December 22, 2022, the Company executed an agreement with FJ Vulis and Associates, LLC whereby FJ Vulis and Associates, LLC agreed to extend its option to call for payment of the principal amount and accrued interest of its convertible debenture from December 22, 2022 to February 6, 2023. As of December 31, 2022, the Company owed $500,000 pursuant to this agreement. On February 6, 2023, the Company executed an agreement with FJ Vulis and Associates, LLC whereby FJ Vulis and Associates, LLC agreed to extend its option to call for payment of the principal amount and accrued interest of its convertible debenture from February 6, 2023 to March 3, 2023. In exchange, the Company agreement to pay FJ Vulis and Associates a one-time extension fee of $30,000. In connection with the divestiture of the ADEX Entities, the buyer assumed this note (refer to Note 19, Subsequent Events, for additional detail). |