Note 8 - Debt | Note 8 - Debt Convertible Notes Maturity Annual Interest Balance at Balance at Conversion Effective Date Date Rate September 30, 2022 September 30, 2021 Price C-2 3/23/2020 9/23/2020 15 % 1,100,000 1,100,000 See C-2 C-3 8/15/2011 8/15/2012 8 % 20,000 20,000 0.50 C-5 3/19/2021 9/19/2021 10 % — 80,000 2.50 C-7 9/29/2021 1/1/2023 10 % 275,000 250,000 0.35 C-8 9/29/2021 1/1/2023 10 % 550,000 500,000 0.35 C-9 10/1/2021 1/1/2023 10 % 825,000 — 0.35 C-10 10/29/2021 3/31/2023 15 % 750,000 — 1.50 C-11 2/21/2022 8/31/2022 24 % 230,000 — 1.10 3,750,000 1,950,000 Less: unamortized discounts — (672,606 ) $ 3,750,000 $ 1,277,394 (C-2) Convertible Viridis Note On March 23, 2020 the Company borrowed proceeds from a related party, Viridis I9 Capital LLC (“Viridis”), in the amount of $1.1 million. The note is convertible at the lesser of a) $1.00 per share or, b) 20% discount to the ten day average closing price of the Company’s common stock, immediately prior to the conversion date. All principal and interest were due on the maturity date. At September 30, 2022 the Company was not in compliance with the terms of the Viridis note, however, subsequent to September 30, 2022, the default cure period was extended to March 1, 2023. The convertible Viridis note included a provision for the issuance of 5,000,000 warrants exercisable into the Company's common stock. The exercise price on the warrants is $0.75 and the warrants have a term of 5 years. At September 30, 2022, the if-converted value of Note C-2, at the market price of $0.40 per share, would be $1,853,839. (C-3, C-5) Other Convertible Notes The Company had two convertible notes outstanding under various provisions at September 30, 2021. Note C-3 did not include a beneficial conversion feature as the conversion price was at or in excess of the stock price on the issuance date. Note C-3 was converted into the Company’s common stock subsequent to September 30, 2022. Note C-5 was assumed in the OCG, Inc. transaction. See Note 4. Note C-5 included a conversion price that was less than the stock price on the issuance date. As such, a discount was recorded in the amount of $118,000. This discount was fully amortized at September 30, 2021. Note C-5 was fully repaid during the year ended September 30, 2022. At September 30, 2022, the if-converted value of Note C-3, at the market price of $0.40 per share, would be $27,964. (C-7, C-8) On September 29, 2021, the Company entered into two convertible note agreements. Up to fifty percent (50%) of the outstanding and unpaid principal amount was convertible into common stock. The notes included warrants to purchase a total of 825,000 shares of the Company’s common stock for $3 per share, with a 4 year term. Further, the Company issued 67,365 shares of common stock, valued at $112,500 as an inducement to the lenders to enter into the note agreements. The debt included a beneficial conversion feature after consideration of the relative fair values of the warrants and shares of common stock. The debt, shares of common stock and warrants were recorded at their relative fair values, along with the beneficial conversion feature. The resulting discount of $597,606 and an additional $75,000 discount related to a one-time interest charge of 10% of the original principal amount, was amortized to interest expense over the term of the debt. The one-time interest charge was accrued at September 30, 2022 and 2021. At September 30, 2022, the if-converted value of Notes C-7 and C-8, at the market price of $0.40 per share, was $314,286 and $628,572, respectively. On September 30, 2022, the Company entered into an amendment for each of these notes. The amendments increased the outstanding principal amounts by 10%, extended the maturity date until January 1, 2023, reduced the conversion price of the notes to $0.35 and allowed the note holders to convert up to 100% of the outstanding and unpaid principal balance into common stock. Further, the Company’s Colorado Retail Marijuana License was pledged as security for the note. The Company issued 213,885 shares of common stock for C-8 and 825,000 additional warrants. The debt, shares of common stock and warrants were recorded at their relative fair values, along with the beneficial conversion feature and increase in principal balance. The resulting discounts for C-7 and C-8 of $217,592 and $515,218, respectively, were recorded to interest expense on the date of the amendment. (C-9) Convertible Tysadco Note On October 1, 2021, the Company entered into a convertible note agreement. Up to fifty percent (50%) of the outstanding and unpaid principal amount is convertible into common stock. The note included warrants to purchase a total of 825,000 shares of the Company’s common stock for $3 per share, with a 4 year term. Further, the Company issued 67,365 shares of common stock, valued at $112,500 as an inducement to the lender to enter into the note agreement. The debt included a beneficial conversion feature after consideration of the relative fair values of the warrants and shares of common stock. The debt, shares of common stock and warrants were recorded at their relative fair values, along with the beneficial conversion feature. The resulting discount of $597,606 and an additional $75,000 discount related to a one-time interest charge of 10% of the original principal amount, was amortized to interest expense over the term of the debt. The one-time interest charge was accrued at September 30, 2022 and 2021. At September 30, 2022, the if-converted value of Note C-9, at the market price of $0.40 per share, was $942,857. On September 30, 2022, the Company entered into an amendment for the C-9 note. The amendments increased the outstanding principal amounts by 10%, extended the maturity date until January 1, 2023, reduced the conversion price of the notes to $0.35 and allowed the note holder to convert up to 100% of the outstanding and unpaid principal balance into common stock. Further, the Company’s Colorado Retail Marijuana License was pledged as security for the note. The Company issued 213,885 shares of common stock and 825,000 additional warrants. The debt, shares of common stock and warrants were recorded at their relative fair values, along with the beneficial conversion feature and increase in principal balance. The resulting discount of $735,595, was recorded to interest expense on the date of the amendment. (C-10) Convertible Gaines Note On October 29, 2021, the Company entered into a convertible note agreement. The outstanding and unpaid principal and accrued interest is convertible, in whole, into shares of the Company’s common stock. The notes included warrants to purchase a total of 750,000 shares of the Company’s common stock for $3 per share, with a 2 year term. Further, the Company issued 75,000 shares of common stock, valued at $116,250 as an inducement to the lender to enter into the note agreement. The debt included a beneficial conversion feature after consideration of the relative fair values of the warrants and shares of common stock. The debt, shares of common stock and warrants were recorded at their relative fair values, along with the beneficial conversion feature. The resulting discount of $561,272, which also included debt issuance costs of $44,582, is amortized to interest expense over the term of the debt. Effective September 30, 2022, this note was amended to extend the maturity date to March 31, 2023. As part of the amendment, the Company issued 300,000 shares of its common stock. The resulting discount of $120,000 was recorded to interest expense on the date of the amendment. (C-11) Convertible Goldstein Note On February 21, 2022, the Company entered into a convertible note agreement. The outstanding and unpaid principal and accrued interest is convertible, in whole, into shares of the Company’s common stock. The Company issued 25,000 shares of common stock, valued at $25,000 as an inducement to the lender to enter into the note agreement. The debt included a beneficial conversion feature after consideration of the relative fair value of the shares of common stock. The debt and shares of common stock were recorded at their relative fair values, along with the beneficial conversion feature. The resulting discount of $50,000 was amortized to interest expense over the term of the debt. At September 30, 2022, Note C-11 was in default and the Company is working with the lenders to cure the default. As a result of the default, the Company is accruing an additional $2,500 of monthly default interest and has issued 25,000 shares to the holder. These shares were valued on the date of default at $15,500 and recorded to interest expense. The future minimum payments of the Company’s convertible debt obligations as of September 30, 2022 are as follows. Year ended September 30, Amount 2023 $ 3,750,000 $ 3,750,000 Notes Payable Maturity Annual Interest Balance at Balance at Effective Date Date Rate September 30, 2022 September 30, 2021 Secured by f 5/1/2020 11/1/2023 10 % 1,386,370 1,386,370 2nd DOT AZ property h 5/1/2020 5/1/2023 15 % 283,666 283,666 N/A i 2/14/2020 10/14/2022 2 % — 312,500 Secured by licenses l 8/18/2021 1/25/2023 36 % 1,823,405 2,162,590 Future revenues; shares of Company stock n 12/20/2020 12/20/2021 9 % — 13,148 Secured by vehicles o 3/19/2021 4/1/2024 10 % 637,114 816,582 N/A p 2/1/2021 6/30/2022 15 % 220,590 520,590 N/A q 8/6/2021 2/6/2023 16 % 13,500,000 13,500,000 1st AZ property and other personal property r 8/6/2021 2/6/2023 16 % 5,500,000 5,500,000 1st NV property and other personal property s 9/30/2021 12/31/2021 18 % 500,000 500,000 Restricted common stock t 3/19/2021 7/19/2022 18 % — 500,000 N/A u 2/22/2022 2/28/2023 36 % 548,082 — Future revenues w 3/4/2022 On demand 15 % 5,253,256 — x 3/10/2022 3/10/2023 20 % 250,000 — N/A y 3/2/2022 8/1/2023 5 % 165,388 — N/A z 7/20/2022 4/30/2023 36 % 426,558 — Future revenues 30,494,429 25,495,446 Less: liabilities related to assets held for sale (5,500,000 ) — Less: unamortized discounts (1,853,686 ) (6,002,045 ) $ 23,140,743 $ 19,493,401 (f) Viridis AZ On September 13, 2018, the Company entered into a Loan and Revenue Participation Agreement with Viridis Group I9 Capital LLC ("Viridis"), a related party, in which Viridis agreed to loan the Company up to $1.2 million for the expansion of the Company's Arizona property. In exchange for the loan, Viridis was to be repaid in the form of waterfall revenue participation schedules. Viridis was to receive 5% of the Company's gross revenues from the Arizona operations until the loan was repaid, 2% until repaid 200% of the amount loaned, and 1% of gross revenues in perpetuity or until a change in control. The loan was originally collateralized with a Deed of Trust on the Company's 5-acre parcel in Coolidge, AZ and its two 10,000 square foot buildings. In August 2019, Viridis agreed to subordinate its first priority Deed of Trust and move into a 2 nd position. At that time, the loan was amended to include 6% annualized interest. On May 1, 2020, under a troubled debt restructuring, the Company renegotiated the $1,200,000 note payable. As part of the restructuring, the Company issued 1,555,556 warrants exercisable into the Company's common stock. The warrants have an exercise price of $1.00 and a term of 5 years. Accrued interest in the amount of $186,370 was added to the principal balance of the note, making the total principal $1,386,370. Interest only payments of $11,553 shall be paid monthly until November 1, 2020 at which time monthly principal and interest payments of $28,144 are required for 36 months, with a balloon payment of all outstanding principal and interest due upon the note's maturity. The note also entitles Viridis to a gross revenue participation of the Arizona Operations equal to 1% of the gross sales (up to $20,000 monthly) upon the maturity of the note and for the subsequent 5 year period. The debt and warrants were recorded at their relative fair values. The resulting discount is amortized to interest expense over the term of the debt. At September 30, 2022 the Company was not in compliance with the terms of the Viridis AZ note, however, subsequent to September 30, 2022, the default cure period was extended to March 1, 2023. In August 2021, the Viridis AZ and Viridis NV debt was modified to subordinate these notes to the Pelorus Notes (see (q,r) below). As part of this modification, 2.0 million warrants were granted to Viridis. This modification has been accounted for as an extinguishment of the debt. As a result, the Company expensed the remaining unamortized discount of $393,917 and recognized the remaining $53,113 of unamortized gain on forgiven accrued interest as additional paid-in capital on the Viridis AZ debt. The 2.0 million warrants were allocated to the accrued interest outstanding on the Viridis NV debt at the payoff date (see (g) below) and then to the Viridis AZ and Viridis NV debt based on the amount of each debt outstanding at the time the warrants were granted at the relative fair value. A debt discount of $715,853 was recorded related to the Viridis AZ debt and will be amortized over the remaining term of the debt. (g) Viridis NV On September 13, 2018, the Company borrowed $1,500,000 from Viridis Group I9 Capital LLC, a related party. The proceeds were utilized to acquire a 20% ownership in Strive Management, LLC and is collateralized with a Deed of Trust on the Company's approximately 5 acre property and construction in progress. In exchange for the loan, Viridis was to be repaid in the form of waterfall revenue participation schedules. Viridis was to receive 5% of the Company's gross revenues from the Nevada operations until the loan is repaid, 2% until repaid 200% of the amount loaned, and 1% of gross revenues in perpetuity or until a change in control. Payments on the loan was to commence 90 days after the Nevada operation begins earning revenue. On May 1, 2020, under a troubled debt restructuring, the Company renegotiated the $1,500,000 note payable. As part of the restructuring, the Company issued 1,944,444 warrants exercisable into the Company's common stock. The exercise price on the warrants is $1.00 and they have a term of 5 years. Accrued interest in the amount of $64,849 was added to the principal balance of the note, making the total principal $1,564,849 at that time. Interest only payments of $13,040 shall be paid monthly until 3 months following the commencement date of the Nevada Operations at which time monthly principal and interest payments of $33,962 will be required for 36 months, with a balloon payment of all outstanding principal and interest is due upon the note's maturity. The note also entitles Viridis to a gross revenue participation of the Nevada Operations equal to 1% of the gross sales (up to $20,000 monthly) upon the maturity of the note and for the subsequent 5 year period. The debt and warrants were recorded at their relative fair values. The resulting discount is amortized to interest expense over the term of the debt. In August 2021, the Viridis AZ and Viridis NV debts were modified to subordinate these notes to the Pelorus Notes (see (q,r) below). As part of this modification, it is anticipated that 2.0 million warrants were granted to Viridis. As of the date of these consolidated financial statements, the terms of this modification have not been finalized. Based on the expected modification terms, this modification was accounted for as an extinguishment of the debt. As a result, the Company expensed the remaining unamortized discount of $463,706 and recognized the remaining $159,159 of unamortized gain on forgiven accrued interest as additional paid-in capital on the Viridis NV debt. The 2.0 million warrants were allocated the accrued interest outstanding on the Viridis NV debt at the payoff date in the amount of $269,286 and then to the Viridis AZ and Viridis NV debt based on the amount of each debt outstanding at the time the warrants were granted at the relative fair value. As such, a debt discount of $807,637 was recorded related to the Viridis NV debt. Proceeds from the Pelorus Notes were used to repay the Viridis NV debt in full during the year ended September 30, 2021 and the debt discount of $807,637 was fully recognized to interest expense at that time. (h) Viridis (unsecured) The Company's subsidiary, BSSD Group, LLC borrowed $269,000 from Viridis, a related party, in December 2019. This note bears annualized interest at 15%. On May 1, 2020, under a troubled debt restructuring, the Company renegotiated the $269,000 note payable. Accrued interest in the amount of $14,666 was added to the principal balance of the note, making the total principal $283,666. As part of the restructuring, the Company issued 400,000 warrants exercisable into the Company's common stock. The warrants have an exercise price of $.05 and a term of 5 years. Payments of principal and interest in the amount of $9,833 are due monthly, with a balloon payment of all outstanding principal and interest is due upon the note's maturity. The debt and warrants were recorded at their relative fair values. The resulting discount is amortized to interest expense over the term of the debt. At September 30, 2022 the Company was not in compliance with the terms of this note, however, subsequent to September 30, 2022, the default cure period was extended to March 1, 2023. (i) Strive Note The Company entered into a note payable with the Strive Management sellers in February 2020. The $1,000,000 note had a term of two years starting September 30, 2020 and bears interest at 2% per year. A principal payment in the amount of $500,000 was due on the earlier of October 10, 2020 or three months following the date on which each provisional certificate becomes a final certificate. The remaining balance was to be paid in quarterly installments of $62,500 plus accrued interest. Due to the low stated interest rate on the note, management imputed additional interest on the note. During the year ended September 30, 2022, this note was repaid in full. (l) Upwise Capital In August 2021, the Company executed on a short-term financing arrangement. The proceeds of $2.4 million are being utilized to further expand the production capabilities of the operations in Arizona and to complete the Nevada facility. Payments of $64,762 were due weekly until $3.264 million was repaid. This results in an effective interest rate of 36%. On January 26, 2022, the Company executed a second short-term financing arrangement. The proceeds of $2.5 million were used to repay the first short-term financing arrangement, discussed above, in the amount of approximately $1.839 million, and the remainder of the proceeds were used for working capital purposes. Payments of $66,468 were due weekly until $3.35 million had been repaid. This resulted in an effective interest rate of 36%. The repayment of the first short-term financing was accounted for as an extinguishment. As such, all previously unamortized discount in the amount of $46,588 and imputed interest in the amount of $483,840 was capitalized to construction in progress during January 2022. Fees paid for the second short-term financing arrangement in the amount of $91,000 have been recorded as a discount and will be amortized to interest expense over the term of the arrangement. On July 22, 2022, the Company executed a third short-term financing arrangement with Upwise Capital. The proceeds of approximately $1.954 million were used to repay the second short-term financing arrangement discussed above and the Upwise Capital 2 financing arrangement (see (v)). Payments of $51,552 are due weekly until approximately $2.598 million has been repaid. This results in an effective interest rate of 33%. The repayment of the second short-term financing was accounted for as an extinguishment. At July 22, 2022 there was an unamortized discount in the amount of $52,358 and imputed interest in the amount of $251,927. Of this $304,285 balance, $52,358 was recorded to interest expense, $122,148 was recorded to loss on extinguishment of debt and $129,779 was capitalized to construction in progress during July 2022. (n) Automotive Debt In December 2020, the Company's subsidiary, BSSD Group, financed the purchase of vehicles for use in operations. The initial principal balance of the note was $50,914. Principal and interest payments of $4,450 were due monthly. This debt was repaid during the year ended September 30, 2022. (o) OCG Officers Debt As part of the OCG transaction in March 2021, the Company assumed the debt that OCG, Inc. owed to its officers. Principal and interest payments are due monthly with a balloon payment of all outstanding principal and interest due at maturity. (p) Stockbridge Amended Debt In February 2021, the Company and Stockbridge Enterprises, a related party, under a troubled debt restructuring, agreed to restructure and settle its outstanding notes. The total outstanding balance of $1,660,590, including accrued interest, were to be repaid under a new promissory note, calling for a down payment of $300,000 (paid at time of signing), $120,000 monthly payments for 11 months with the remaining balance of $40,590 payable on February 1, 2022. This agreement was amended to extend the maturity date to March 31, 2022 and starting with the October 1, 2021 payment, the loan payments are interest only at an interest rate of 15% per annum until January 25, 2022. Principal payments in the amount of $50,000 are due on January 25, 2022, February 15, 2022 and March 15, 2022, with a final payment of the remaining principal and accrued interest due on March 31, 2022. Upon closing of an equity raise of at least $750,000, the Company will repay the outstanding balance plus any accrued interest immediately. As part of the amendment, the Company issued 164,744 warrants to purchase the Company’s common stock. The warrants have a two-year period and an exercise price of $1.00. The resulting discount of $58,352 was fully amortized to interest expense during the year ended September 30, 2022. Effective March 31, 2022, the debt was amended to extend the maturity date to June 30, 2022, interest payments are due on April 1, May 1 and June 1, 2022. Principal payments in the amount of $50,000 are due on April 15, May 15 and June 15, 2022 and a final balloon payment of outstanding principal and interest in the amount of $223,972 is due on June 30, 2022. At September 30, 2022, this note was in default, however, the Company and lender have agreed to the terms of an extension in principle, which calls for monthly payments and a final maturity date in December 2023. (q, r) Pelorus Notes The Company entered into two notes payable with Pelorus Fund REIT, LLC in August 2021. The total $19,000,000 borrowing has a term of 18 months. Interest only payments in the amount of $253,333 are due monthly and all outstanding principal and interest are due on the maturity date. Upon payment in full of these notes, an exit fee of 1% of the then outstanding balance is payable to the lender. The Company has accrued this success fee and it is amortized to interest expense over the term of the notes. The notes included warrants to purchase a total of 2,850,000 shares of the Company’s common stock for $1.75 per share, with a 3.5 year term. The debt and warrants were recorded at their relative fair values. The resulting discount is amortized to interest expense over the term of the debt. The Pelorus notes are currently in default and the Company is working with the lenders to cure the default. (s) Viridis $500,000 On September 30, 2021, the Company borrowed $500,000 from Viridis Group I9 Capital LLC, a related party. The proceeds of the debt were used to make a payment on the outstanding unpaid payroll tax liability. The debt and warrants were recorded at their relative fair values. The resulting discount in the amount of $284,534 is amortized to interest expense over the term of the debt. As of September 30, 2022, the terms of this debt had not been finalized. Subsequent to September 30, 2022, this debt was combined with other Viridis outstanding debt and related accrued interest into one Unsecured Promissory Note. See Note 16. (t) Chessler note Prior to the acquisition, OCG entered into a settlement agreement with its former landlord, which included a note agreement for $500,000. During March 2022, this note agreement was modified to extend the maturity date to July 19, 2022 and add an interest rate of 18% per annum. The modified note also calls for principal payments of $75,000 on the effective date of the note, $75,000 on April 10, 2022, $100,000 on May 22, 2022 and $250,000 at maturity, plus accrued and unpaid interest. The note was repaid during the year ended September 30, 2022. (u) Lendspark In February 2022, the Company executed on a short-term financing arrangement for proceeds of $750,000. Payments of $20,400 were due weekly until approximately $1.02 million was repaid. This results in an effective interest rate of approximately 36%. Fees in the amount of $48,765 have been recorded as a discount and are being amortized to interest expense over the term of the arrangement. On July 22, 2022, the Company entered into a second short-term financing arrangement with Lendspark. The proceeds of $0.65 million were used to repay the previous Lendspark short-term financing in the amount of $0.591 million, and the remainder of the proceeds, approximately $0.05 million was used for working capital purposes. Payments of $17,680 are due weekly until $0.884 million has been repaid. This results in an effective interest rate of 36%. Fees in the amount of $6,500 have been recorded as a discount and are being amortized to interest expense over the term of the arrangement. See Note 16. (v) Upwise Capital 2 In February 2022, the Company executed on a short-term financing arrangement with Upwise Capital for proceeds of $250,000. Payments of $6,746 were due weekly until $340,000 is repaid. This results in an effective interest rate of approximately 36%. Fees in the amount of $16,255 have been recorded as a discount and are being amortized to interest expense over the term of the arrangement. During July 2022, this note was repaid in full. See (l) above. (w) Viridis working capital loans During the year ended September 30, 2022, the Company received several short-term working capital loans from Viridis, a related party, in the amount of $5,253,256. The terms of these short-term loans were still being determined at September 30, 2022, however, an interest rate of 15% has been estimated. Subsequent to September 30, 2022, these short-term working capital loans were combined with other Viridis outstanding debt and related accrued interest into one Unsecured Promissory Note. See Note 16. (x) Non-convertible Gaines Note On March 10, 2022, the Company entered into a short-term promissory note for $250,000. The short-term promissory note was due and payable in monthly payments of interest only, with all principal and any accrued and unpaid interest due at maturity. Effective September 30, 2022, this note was amended to extend the maturity date to March 31, 2023. As part of the amendment, the Company issued 100,000 shares of its common stock. The resulting discount of $40,000 was recorded to interest expense on the date of the amendment. (y) Nebrina Adams County Note Effective with the close of the Adams County acquisition (see Note 4), the Company entered into a note for $200,000 with the seller as part of the purchase price. The note is payable in six installments on the last day of each three-month period following the Closing Date. At September 30, 2022, this note was in default. (z) Capybara Capital In July 2022, the Company entered into short-term financing arrangement with Capybara Capital. The proceeds of $0.5 million were used for working capital purposes. Payments of $18,889 are due weekly until $0.68 million has been repaid. This results in an effective interest rate of 36%. Fees in the amount of $20,000 have been recorded as a discount and are being amortized to interest expense over the term of the arrangement. The unamortized discount will be amortized through November 2023. The future minimum payments of the Company’s notes payable obligations as of September 30, 2022 are as follows. Year ended September 30, Amount 2023 $ 23,667,224 2024 7,585,422 31,252,646 Less: liabilities related to assets held for sale (5,500,000 ) Less: unamortized discount (1,853,686 ) Less: imputed interest (758,217 ) 23,140,743 Less: current portion (15,924,033 ) $ 7,216,710 A summary of interest expense for the years ended September 30, 2022 and 2021 is as follows. Year ended September 30, 2022 2021 Amortization of debt discounts $ 7,556,736 $ 3,891,260 Stated interest paid or accrued 6,232,474 2,192,686 Finance charges and other interest 39,741 35,449 13,828,951 6,119,395 Less: interest capitalized to construction in progress (7,414,421 ) (824,046 ) $ 6,414,530 $ 5,295,349 |