CONVERTIBLE DEBENTURES AND NOTES | NOTE 12 – CONVERTIBLE DEBENTURES AND NOTES Extension of Outstanding Debentures until June 30, 2021 Effective March 6, 2020, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. (collectively, the “Sabby Entities”) waived certain events of default under debentures and notes issued in our December 2018 note offering, July 2018 debenture offering and September 2017 debenture offering (collectively, the “Debenture Offerings”) and extended the maturity date of such debentures until July 16, 2020. Effective July 16, 2020, the maturity dates of all of the debentures was extended to December 31, 2020. Effective December 31, 2020, the maturity dates of all debentures that matured during 2020 were extended to June 30, 2021. Conversion Price Adjustment Agreement On November 25, 2020, the Company entered into a conversion price adjustment agreement (the “Adjustment Agreement”) with the Sabby Entities. Pursuant to the Adjustment Agreement, approximately $ 2.4 24.75 85 June 2021 Debentures On June 18, 2021, the Company sold an aggregate of $ 600,000 500,000 100,000 June 18, 2022 9.99 have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. The June Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investors also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the June Debentures contains anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the June Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the June Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the June Debentures. During the year ended December 31, 2021, $ 38,028 561,972 We recorded an initial derivative liability of $ 644,457 600,000 44,457 324,561 17,689 257,750 January 2021 Debenture On January 12, 2021, we sold a $ 500,000 500,000 January 12, 2022 9.99 has a conversion price equal to the lesser of $24.75 and 85% of the lowest VWAP during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. The January Debenture also contains provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The investor also has the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the January Debentures contains anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the January Debenture is no longer outstanding. Additionally, the Company has the option to redeem some or all of the January Debenture for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the January Debenture. The January Debentures were fully converted to Common Stock during the year ended December 31, 2021. We recorded an initial derivative liability of $ 709,835 500,000 209,835 327,450 172,550 October 2020 Debentures On October 23, 2020, the Company sold an aggregate of $ 600,000 500,000 100,000 The October Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021 9.99 have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. The October Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The holders also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the October Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the October Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the October Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the October Debentures. Without the approval of the October Debenture holders holding at least 67% of the then outstanding principal amount of the October Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any holder, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. During the year ended December 31, 2021, $ 500,000 100,000 We had recorded debt discount of $ 600,000 176,389 112,500 311,111 619,627 600,000 19,627 March 2020 Debentures On March 6, 2020, the Company sold an aggregate of $ 250,000 July 16, 2020 9.99 Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. The maturity date of the debentures has been extended to June 30, 2021. The March Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The holders will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the March Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the March Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the March Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the March Debentures. Furthermore, without the approval of the debenture holders holding at least 67% of the then outstanding principal amount of the March Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any investor, (ii) repay or repurchase or acquire shares of its common stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. The March Debentures were fully converted to Common Stock during the year ended December 31, 2021. We recorded debt discount of $ 167,080 November 2019 Debentures Sabby Volatility Warrant Master Fund, Ltd. has paid certain of our accounts payable in the amount of $ 26,235 26,235 The debentures were fully converted to Common Stock during the year ended December 31, 2021. October 2019 Debentures Effective September 30 2019, Sabby Healthcare Master Fund, Ltd and Sabby Volatility Warrant Master Fund, Ltd. waived certain events of default under debentures and notes issued in our Debenture Offerings and extended the maturity date of such debentures until March 31, 2020 in exchange for the issuance of $ 96,000 The debentures were fully converted to Common Stock during the year ended December 31, 2021. July 2019 Debentures On July 16, 2019, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we issued an aggregate of $ 154,000 154,000 The July 2019 Debentures (i) are non-interest bearing, (ii) have a maturity date one (1) year from the date of issuance and (iii) are convertible into shares of our common stock at the election of the investor at any time, subject to a beneficial ownership limitation of 4.99 9.99 by the investor upon 61 days’ notice. The July 2019 Debentures have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. Furthermore, without the approval of the investors holding at least 67% of the then outstanding principal amount of the July 2019 Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investor, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. The Company is also obligated under the Securities Purchase Agreement to pay investors, as partial liquidated damages, a fee of 2.0% of each investor’s initial principal amount of such investor’s July 2019 Debenture in cash upon our failure to have current public information available beginning six (6) months after the issuance date of the Debentures. The July 2019 Debentures were fully converted to Common Stock during the year ended December 31, 2021. December 2018 Notes On December 13, 2018 we issued an aggregate of $ 25,000 25,000 June 30, 2019 10 75 The Notes were fully converted to Common Stock during the year ended December 31, 2021. July 2018 Debentures On July 3, 2018, we entered into securities purchase agreements with certain institutional investors. Pursuant to the securities purchase agreement, we sold an aggregate of $ 515,000 500,000 15,000 515,000 The July 2018 Debentures were fully converted to common stock during the year ended December 31, 2021. September 2017 Debentures On September 12, 2017, we entered into an exchange agreement (“Exchange Agreement”) with certain holders of our Series A Preferred Stock and Series B Preferred Stock. Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $ 2.5 1,614 1.6 890 0.9 On September 12, 2017, we sold an aggregate of $ 320,000 250,000 70,000 The September 2017 Debentures have substantially the same terms as the July 2019 Debentures. The maturity date of the September 2017 Debentures has been extended to December 31, 2022. During the years ended December 31, 2021 and 2020, $ 589,334 1,310,068 110,072 As a result of a buy-in failure to deliver certain shares pursuant to a debenture conversion, the Company incurred penalties of $ 24,551 |