NOTES PAYABLE AND CAPITAL LEASES | NOTE 3— NOTES PAYABLE AND CAPITAL LEASES Non-Convertible Notes Payable During the years ended December 31, 2022, and December 31, 2021, the Company issued eighteen non-convertible notes payable to individuals for a total face value of $ 2,076,158 408,000 156,000 310,000 817,521 792,637 792,637 PPP Loans In 2020, the Company and its two subsidiaries received Paycheck Protection Plan (“PPP”) loans under the Cares Act totaling $ 1,386,580 103,618 1,283,624 1,283,624 FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) Non-convertible notes payable including accrued interest as of June 30, 2024 and December 31, 2023 are comprised of the following: SCHEDULE OF NON CONVERTIBLE NOTES PAYABLE June 30, 2024 December 31, 2023 Notes Payable $ 3,073,751 $ 2,861,425 Note Payable - Equipment - - PPP Loans Payable 1,338,062 1,331,318 Less current portion (3,073,751 ) (2,861,425 ) Long term portion $ 1,338,062 $ 1,331,318 Fees and discounts are deferred and amortized over the life of the related note payable. For non-convertible notes payable, during the three and six months ended June 30, 2024 and 2023, the Company recognized a total of $ 0 0 0 0 0 0 Convertible Notes Payable 10% OID Senior Secured Convertible Notes The Company entered into Security Purchase Agreements with lenders for the sale of 10% original issue discount senior secured promissory notes (“10% Notes”) and warrants to purchase shares of the Company’s common stock equal to 50% of the face value. The 10% Notes accrue interest at 10% per annum payable quarterly, are convertible into shares of the Company’s common stock at the option of the holder at any time at a fixed ceiling price of $0.75 per share. The 10% Notes have full ratchet and anti-dilution provisions, a principal adjustment provision upon default, providing for a principal increase to 110% at maturity if unpaid, 120% at six months if unpaid and 130% at 12 months if unpaid. The 10% Notes were due March 31, 2022 and to date, all default provisions have been waived. The amounts due under the 10% Secured Convertible Notes are secured by assets of the Company pursuant to a security agreement. At June 30, 2024 and December 31, 2023, the balance of 10% notes was $ 5,808,000 5,808,000 2,174,253 1,652,965 260,644 521,288 185,334 360,382 35% OID Super Priority Senior Secured Convertible Notes During the years ended December 31, 2023 and 2022, the Company entered into Security Purchase Agreements with lenders for the sale of 35% original issue discount senior secured promissory notes (“35% Notes”), warrants to purchase shares of the Company’s common and shares of the Company’s common stock as incentives. The 35% Notes have a 35% original issuance discount being amortized to interest expense through maturity, are non-interest bearing, are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event and are prepayable by the Company at any time at a premium of 120% of the outstanding balance. Upon an occurrence of default, the holder shall have the right to convert the 35% Note and outstanding interest at the lower of a discount to market or subsequent financings. The amounts due under the 35% Notes are secured by assets of the Company pursuant to a security agreement. At June 30, 2024 and December 31, 2023, the balance of 35% notes was $ 5,600,462 5,600,462 0 0 108,379 94,241 0 0 3,548 1,976 0 0 1,819 913 20% OID Senior Secured Convertible Notes Payable During 2023, the Company entered into Security Purchase Agreements with lenders for the sale of 20% original issue discount senior secured promissory notes (“20% Notes”), warrants to purchase shares of the Company’s common stock with a five-year term, exercisable at any time at the option of the holder at a cash exercise price equal to 93.75% of the per share price of Company’s common stock sold to third-party investors in a qualified financing and incentive shares of the Company’s common stock. The 20% Notes accrue interest at 10% per annum, principal and interest are due at the earlier of six months from the date of issue or upon the occurrence of a liquidity event. FIRST CHOICE HEALTHCARE SOLUTIONS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) The holder shall have the right to convert the 20% Notes and outstanding interest on a qualified financing at a price equal to 85% of the offering price, or a 15% discount to the volume weighted average price of the Company’s common stock for the five days preceding the dates of conversions, subject to a maximum price of $1.00. The amounts due under the 20% Notes are secured by assets of the Company pursuant to a security agreement. During the six months ended June 30, 2024, the Company issued 20% Notes with a face value of $ 778,125 155,625 622,500 1,120,313 2,240,625 1,246,375 468,250 85,000 77,999 41,606 1,727 The original issuance discount, relative fair value of the warrants and incentive shares are being amortized to interest expense through maturity. During the three and six months ended June 30, 2024 and 2023, the Company recognized $ 57,812 162,626 0 0 559 7,846 0 0 Convertible notes payable are comprised of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2024 December 31, 2023 10% OID Senior Convertible Notes Payable, past due, interest at 10%, secured by assets, convertible at $0.75 per share $ 5,808,000 $ 5,808,000 10% OID Senior Convertible Notes Payable, past due, interest at 10 0.75 $ 5,808,000 $ 5,808,000 35% OID Super Priority Senior Convertible Notes Payable, due in 2 35 5,600,462 5,600,462 20% OID Senior Convertible Notes Payable, past due, interest at 10 1.00 1,246,375 468,250 Total 12,654,837 11,876,712 Less: unamortized discounts (77,999 ) (85,000 ) Total $ 12,576,838 $ 11,791,712 Less current portion (12,576,838 ) (11,791,712 ) Long-term portion $ - $ - |