NOTES PAYABLE | NOTE 5 – NOTES PAYABLE A summary of the notes payable activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Convertible Notes Other Loans Debt Discount Total Outstanding, January 1, 2021 $ 9,637,102 $ - $ (5,366,869 ) $ 4,270,233 Issuances - 250,000 - 250,000 Exchanges for equity (311,063 ) - 82,130 (228,933 ) Amortization of debt discount - - 742,534 742,534 Outstanding, June 30, 2021 $ 9,326,039 $ 250,000 $ (4,542,205 ) $ 5,033,834 Chapter 11 Reorganization On March 20, 2020, the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”). Pursuant to the Bankruptcy, for any outstanding principal and interest at the date of the Company’s Chapter 11 petition (except for creditors who provided additional debt financing in connection with the Bankruptcy), 100 On October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. The material features of the Plan, as amended and confirmed by the Confirmation Order, are as follows: i. Treatment of the financing to the Company by Auctus of up to $ 7,000,000 ii. Auctus has provided $ 3,500,000 3,500,000 1,227,000 650,493 500,000 150,493 348,000 a. Secured convertible notes of the Company (each, a “Secured Convertible Note”) in the principal amount equal to the Funding; the payment of the Secured Convertible Notes is secured by the grant of a security interest in substantially all of the Company’s assets; the Secured Convertible Notes have the following features: ● Maturity date of three years following the Effective Date; ● Interest at the rate of 7 ● The right of the holder to convert the indebtedness into shares of common stock of the Company at a price equal to the volume weighted average price for the common stock over the five trading days immediately preceding the conversion; and ● Mandatory conversion of all indebtedness at such time as the common stock is listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; b. Warrants (each, a “Class A Warrant”) to purchase a number of shares of common stock equal to the amount of the Funding provided divided by $ 0.0005 7,000,000,000 697,000,000 0.0005 c. Warrants (each, a “Class B Warrant” and together with the Class A Warrants, the “Plan Warrants”) to purchase a number of shares of common stock equal to the Funding provided divided by $ 0.001 3,500,000,000 348,500,000 0.001 iii. The obligation to Auctus with respect to the DIP Funding has been exchanged for the following: a. A Secured Convertible Note in the principal amount of approximately $ 1,349,591 110 b. A Class A Warrant to purchase 2,453,802,480 c. A Class B Warrant to purchase 1,226,901,240 726,282,680 671,124,200 217,796,200 453,328,000 In addition, Auctus shall be entitled to receive a Secured Convertible Note in exchange for its allowed DIP Costs of $ 166,403 484,090 The claim arising from the secured promissory notes of the Company, dated February 20, 2020 and February 26, 2020, in the original principal amounts of $ 320,200 33,562 490,699 iv. The claim arising from the promissory note issued in June 2016 by the Company to Desmarais in the original principal amount of $ 175,000 245,192 24,519,200 v. The claim arising from the promissory note issued in June 2016 by the Company to Tuxis Trust, an entity related to Desmarais, in the original principal amount of $ 500,000 a. $ 444,534 44,453,400 b. $ 309,301 vi. Holders of allowed general unsecured claims (other than Auctus and the Other Lenders) received an aggregate of 1,049,726,797 14,381,259 3,883,991 10,497,268 Company, more than 33% of its shares during each of the three initial 30 day periods following the Effective Date. vii. Auctus and the Other Lenders have been issued, in respect of their allowed general unsecured claims ($ 3,261,819 382,400 a. Maturity date of three years from the Effective Date; b. Interest at the rate of 5 c. The right of the holder to convert the indebtedness into shares of common stock at a price equal to the volume weighted average for the common stock over the five trading days immediately preceding the conversion; d. Mandatory conversion of all outstanding indebtedness at such time as the common stock listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; and e. A leak-out restriction prohibiting each holder from selling, without the consent of the Company, more than 16.6 viii. The issuance of (a) the shares of common stock and the Unsecured Convertible Notes to the holders of allowed general unsecured claims and (b) the Secured Convertible Notes and Plan Warrants to Auctus in exchange for the DIP Funding and any common stock into which those Secured Convertible Notes and those Plan Warrants may be converted is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the Bankruptcy Code Section 1145. Such securities shall be freely transferrable subject to Section 1145(b)(i) of the Bankruptcy Code. Pursuant to the Plan, on the Effective Date, the Company filed a Certificate of Amendment to its Certificate of Incorporation pursuant to which, among other things, the number of shares of common stock authorized to be issued by the Company has been increased to 300,000,000,000 0.0001 The Company recorded $ 143,721 - 286,414 368,810 Convertible Notes Conversions, Exchanges and Other During the six months ended June 30, 2021, certain lenders converted unsecured convertible notes with an aggregate amount of $ 317,894 6,314 32,276,310 0.01 Debtor-in-Possession Financing During the year ended December 31, 2020, and subsequent to the Petition Date, in connection with the Chapter 11 Case, the Company received debtor-in-possession loans of $ 1,189,413 The proceeds from the DIP Funding were used (a) for working capital and other general purposes of the Company; (b) United States Trustee fees; (c) Bankruptcy Court approved professional fees and other administrative expenses arising in the Chapter 11 Case; and (d) interest, fees, costs and expenses incurred in connection with the DIP Funding, including professional fees. Pursuant to the Plan, the obligation to Auctus with respect to the DIP Funding has been exchanged for two Secured Convertible Notes (See Note 5 – Notes Payable – Chapter 11 Reorganization) for an aggregate principal amount of $ 1,349,591 7 November 16, 2023 3,680,703,720 0.0005 0.001 Interest expense for the two Secured Convertible Notes was $ 23,553 46,847 6,769 Other Loans On March 14, 2021, under the U.S. Small Business Administration’s Paycheck Protection Program, the Company entered into a note payable with a financial institution for $ 250,000 1 Pursuant to the note, principal and interest payments are deferred for ten months, which, at that time the Company may apply for loan forgiveness. If the Company does not apply for loan forgiveness, or if the loan forgiveness is denied, the Company will be required to make monthly payments of $ 5,100 250,000 Future minimum payments under the above notes payable following the six months ended June 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE Remainder of 2021 $ - Remainder of 2021 $ - 2022 58,970 2023 9,385,601 2024 60,161 Thereafter 71,307 Total future minimum payments 9,576,039 Less: discount (4,542,205 ) Less:payable 5,033,834 Less: current (29,411 ) Notes payable, non-current $ 5,004,423 | Note 7 – NOTES PAYABLE & CHAPTER 11 REORGANIZATION NOTES PAYABLE A summary of the notes payable activity during the years ended December 31, 2020 and 2019 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Related Party Notes Convertible Notes Other Notes Debt Discount Total Outstanding, December 31, 2018 $ 720,000 $ 4,309,415 $ 132,501 $ (1,012,363 ) $ 4,149,553 Issuances 635,000 9,913,339 340,000 - 10,888,339 Exchanges for equity - (2,637,323 ) - 634,525 (2,002,798 ) Repayments (70,000 ) (4,817,105 ) (7,500 ) 428,939 (4,465,666 ) Extinguishment of notes payable - - (148,014 ) 6,196 (141,818 ) Recognition of debt discount - - - (5,523,830 ) (5,523,830 ) Accretion of interest expense - - - 548,026 548,026 Accrued interest reclassified to notes payable principal - - 23,013 - 23,013 Amortization of debt discount - - - 3,671,087 3,671,087 Outstanding, December 31, 2019 1,285,000 6,768,326 340,000 (1,247,420 ) 7,145,906 Issuances 353,762 3,936,548 - - 4,290,310 Third-party purchases (287,041 ) 287,041 - - - Exchanges for equity - (813,393 ) - 253,654 (559,739 ) Exchanged for equity pursuant to Chapter 11 Plan (998,139 ) (3,592,395 ) (340,000 ) - (4,930,534 ) Secured and Unsecured convertible notes payable exchanged pursuant to Chapter 11 Plan, net (353,582 ) 3,050,975 - - 2,697,393 Recognition of debt discount - - - (8,534,245 ) (8,534,245 ) Accretion of interest expense - - - 2,886,036 2,886,036 Amortization of debt discount - - 1,275,106 1,275,106 Outstanding, December 31, 2020 $ - $ 9,637,102 $ - $ (5,366,869 ) $ 4,270,233 Chapter 11 Reorganization On March 20, 2020, the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”). Pursuant to the Bankruptcy, for any outstanding principal and interest at the date of the Company’s Chapter 11 petition (except for creditors who provided additional debt financing in connection with the Bankruptcy), 100 Reorganizations 2,580,110 On October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. The material features of the Plan, as amended and confirmed by the Confirmation Order, are as follows: i. Treatment of the financing to the Company by Auctus of up to $ 7,000,000 ii. Auctus has provided $ 3,500,000 3,500,000 1,227,000 657,598 500,000 157,598 348,000 a. Secured convertible notes of the Company (each, a “Secured Convertible Note”) in the principal amount equal to the Funding; the payment of the Secured Convertible Notes is secured by the grant of a security interest in substantially all of the Company’s assets; the Secured Convertible Notes have the following features: ● Maturity date of three ● Interest at the rate of 7% ● The right of the holder to convert the indebtedness into shares of common stock of the Company at a price equal to the volume weighted average price for the common stock over the five trading days immediately preceding the conversion; and ● Mandatory conversion of all indebtedness at such time as the common stock is listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; b. Warrants (each, a “Class A Warrant”) to purchase a number of shares of common stock equal to the amount of the Funding provided divided by $ 0.0005 7,000,000,000 697,000,000 0.0005 c. Warrants (each, a “Class B Warrant” and together with the Class A Warrants, the “Plan Warrants”) to purchase a number of shares of common stock equal to the Funding provided divided by $ 0.001 3,500,000,000 348,500,000 0.001 iii. The obligation to Auctus with respect to the DIP Funding has been exchanged for the following: a. A Secured Convertible Note in the principal amount of approximately $ 1,349,591 110% November 16, 2023 b. A Class A Warrant to purchase 2,453,802,480 c. A Class B Warrant to purchase 1,226,901,240 544,697,452 512,124,200 217,796,200 294,328,000 In addition, Auctus shall be entitled to receive a Secured Convertible Note in exchange for its allowed DIP Costs and allowed Plan costs in a manner in which the DIP Funding was treated and may be entitled to a Class A Warrant and a Class B Warrant in consideration of such costs. The claim arising from the secured promissory notes of the Company, dated February 20, 2020 and February 26, 2020, in the original principal amounts of $ 320,200 33,562 490,699 iv. The claim arising from the promissory note issued in June 2016 by the Company to Desmarais in the original principal amount of $ 175,000 245,192 24,519,200 v. The claim arising from the promissory note issued in June 2016 by the Company to Tuxis Trust, an entity related to Desmarais, in the original principal amount of $ 500,000 a. $ 444,534 44,453,400 b. $ 309,301 November 16, 2023 vi. Holders of allowed general unsecured claims (other than Auctus and the Other Lenders) received an aggregate of 1,049,726,797 14,381,259 3,883,991 10,497,268 vii. Auctus and the Other Lenders have been issued, in respect of their allowed general unsecured claims ($ 3,261,819 382,400 a. Maturity date of three b. Interest at the rate of 5% c. The right of the holder to convert the indebtedness into shares of common stock at a price equal to the volume weighted average for the common stock over the five trading days immediately preceding the conversion; d. Mandatory conversion of all outstanding indebtedness at such time as the common stock listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; and e. A leak-out restriction prohibiting each holder from selling, without the consent of the Company, more than 16.6% of the underlying shares received upon conversion during each of the six initial 30 day periods following the Effective Date. viii. The issuance of (a) the shares of common stock and the Unsecured Convertible Notes to the holders of allowed general unsecured claims and (b) the Secured Convertible Notes and Plan Warrants to Auctus in exchange for the DIP Funding and any common stock into which those Secured Convertible Notes and those Plan Warrants may be converted is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the Bankruptcy Code Section 1145. Such securities shall be freely transferrable subject to Section 1145(b)(i) of the Bankruptcy Code. Pursuant to the Plan, on the Effective Date, the Company filed a Certificate of Amendment to its Certificate of Incorporation pursuant to which, among other things, the number of shares of common stock authorized to be issued by the Company has been increased to 300,000,000,000 0.0001 Related Party Notes As of December 31, 2019, related party notes consisted of notes payable issued to certain directors of the Company, family members of an officer of the Company, and the Tuxis Trust (the “Trust”). A former director and principal stockholder of the Company (the “Director/Principal Stockholder”) serves as a trustee of the Trust, which was established for the benefit of his immediate family. As of December 31, 2020, there were no related party notes outstanding. During the year ended December 31, 2019, the Company issued to family members of officers of the Company and a Scientific Advisory Board member (the “SAB Member”) notes payable in the aggregate principal amount of $ 635,000 12% 15% maturity dates between July 2019 and May 2020 During the year ended December 31, 2019, the holders of certain related party notes in the aggregate principal amount of $ 505,000 extended from dates from December 2018 and August 2019 to dates between July 2019 and December 2019 475,000 75% 0.60 The exchange price of the warrants to be issued to such holders was to be the lesser of (i) 125% of the Exchange Price or (ii) $0.80 per share (subject to adjustment for reverse stock splits and the like) 10% 145,066 510,887 475,000 35,887 145,066 During the year ended December 31, 2019, the Company and a certain related party lender agreed to further extend the maturity date of a certain related party note with a principal balance of $ 25,000 During the year ended December 31, 2019, the Company, a then director of the Company, and the Trust agreed that promissory notes held by the director and the Trust in the outstanding principal amounts of $ 175,000 500,000, 75% The exercise price of the warrants to be issued to the director and the Trust was to be 125% of the Director/Trust Exchange Price and the term of the warrants was to be the same term as the Public Warrants. Concurrently with the exchange, the exercise prices of outstanding warrants held by the director and the Trust for the purchase of an aggregate of 1,377,842 As of December 31, 2019, certain related party notes in the aggregate principal amount of $ 485,000 0.60 five During the years ended December 31, 2020 and 2019, the Company partially repaid certain related party notes in the aggregate principal amount of $ - 70,000 During the year ended December 31, 2020, the Company issued to a former board member notes payable in the aggregate principal amount of $ 353,762 12% March 10, 2020 490,698 7% November 16, 2023 During the year ended December 31, 2020, pursuant to the Bankruptcy (See Note 7 – Notes Payable – Chapter 11 Reorganization), the Company’s original promissory note issued to the Director/Principal Stockholder in the principal amount of $ 175,000 245,192 24,519,178 During the year ended December 31, 2020, pursuant to the Bankruptcy (See Note 7 – Notes Payable – Chapter 11 Reorganization), the Company’s original promissory note issued to the Trust in the principal amount of $ 500,000 444,534 44,453,443 309,301 7% November 16, 2023 Convertible Notes Issuances During the year ended December 31, 2019, the Company issued certain lenders convertible notes payable in the aggregate principal amount of $ 9,765,325 9,086,353 678,973 8% 15% 78,873 61,220 five 295,000 0.45 1.00 104,198 675,523 73,485 46,158,719 2,499,476 During the year ended December 31, 2019, a certain convertible note in the principal amount of $ 148,014 148,014 1,901 513,788 During the year ended December 31, 2020, the Company issued to a certain lender a convertible note payable in the principal amount of $ 88,000 85,000 10% January 31, 2021 61% 22% 155,000 15,500,000 On November 16, 2020, in connection with the Plan, the Company issued to Auctus and the Other Lenders (See Note 7 – Notes Payable – Chapter 11 Reorganization) Secured Convertible Notes in the aggregate principal amount of $ 3,848,548 7% November 16, 2023 124,147 15,226,346,970 0.0005 0.001 152,263,470 5,075,449 Embedded Conversion Options and Note Provisions As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $ 6,006,576 2,243,750 0.25 2.00 58% 2,872,826 58% 65% 890,000 0.50 0.60 five 0.75 0.80 340,000 75% As of December 31, 2019, a portion of convertible notes with an aggregate principal balance of $ 1,271,750 58% As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $ 3,537,438 135% As of December 31, 2019, outstanding convertible notes in the aggregate principal amount of $ 4,626,874 58% During the year ended December 31, 2019, the Company determined that certain ECOs of issued or extended convertible notes were derivative liabilities. The aggregate issuance date value of the bifurcated ECOs was $ 5,331,147 4,771,974 414,108 3,289,111 Reorganizations 4,375,231 Conversions, Exchanges and Other During the year ended December 31, 2019, the Company and certain lenders exchanged certain convertible notes with bifurcated ECOs with an aggregate net carrying amount of $ 5,328,918 2,631,595 634,525 181,912 3,230,780 54,464,158 0.01 0.43 6,230,102 508,743 During the year ended December 31, 2019, the Company repaid an aggregate principal amount of $ 4,894,604 813,730 1,242,669 428,939 During the year ended December 31, 2019, a certain lender to the Company acquired a promissory note (classified in Other Notes) issued by the Company in the outstanding amount of $ 148,014 23,013 148,014 maturity date in March 2020 84,798 10% 90,994 141,818 148,014 84,798 During the year ended December 31, 2019, the Company and certain lenders agreed to extend or further extend the maturity dates of certain convertible notes payable with an aggregate principal balance of $ 678,102 maturity dates ranging from June 2019 to July 2019 to new maturity dates ranging from July 2019 to July 2020 650,000 five 75% 10% 329,310 702,387 650,000 52,387 329,310 During the year ended December 31, 2019, the Company and certain lenders agreed to further extend the maturity dates of certain convertible notes payable with an aggregate principal balance of $ 150,000 maturity dates in September 2019 to new maturity dates in October 2019, effective September 30, 2019 During the year ended December 31, 2020, the Company and certain lenders exchanged convertible notes with bifurcated ECOs with an aggregate net carrying amount of $ 1,580,587 523,516 234,301 126,043 1,165,329 1,515,799,750 0.0001 0.01 On November 16, 2020, pursuant to the Plan, Auctus and the Other Lenders exchanged various convertible notes with an aggregate principal amount of $ 2,742,895 3,644,274 5% November 16, 2023 1,488,172 Other Notes Issuances During the year ended December 31, 2019, the Company issued certain lenders notes payable in the aggregate principal amount of $ 340,000 15% maturity with original maturity dates ranging between November 2019 through November 2020 47,170,000 Exchange and Other During the year ended December 31, 2019, the Company and a certain lender agreed to an extension of the maturity date of a certain note payable with a principal balance of $ 125,000 maturity date in January 2019 to a new maturity date in December 2019 10,000 7,052 During the year ended December 31, 2019, a convertible promissory note in the principal amount of $ 148,014 During the year ended December 31, 2019, the Company partially repaid a certain promissory note in the principal amount of $ 7,500 Debtor-in-Possession Financing During the year ended December 31, 2020, and subsequent to the Petition Date, in connection with the Chapter 11 Case, the Company received debtor-in-possession loans of $ 1,189,413 The proceeds from the DIP Funding were used (a) for working capital and other general purposes of the Company; (b) United States Trustee fees; (c) Bankruptcy Court approved professional fees and other administrative expenses arising in the Chapter 11 Case; and (d) interest, fees, costs and expenses incurred in connection with the DIP Funding, including professional fees. The maturity date of the DIP Funding was to be the earliest to occur of (a) July 6, 2020; (b) ten days following entry of an order confirming a chapter 11 plan in the Chapter 11 Case; (c) ten days following the entry of an order approving the sale of the Company or the Company’s assets; or (d) the occurrence of an event of default under the promissory note evidencing the DIP Funding (the “DIP Note”) following any applicable grace or cure periods. Interest on the outstanding principal amount of the DIP Note was to be payable in arrears on the maturity date at the rate of 8% 2% Pursuant to the Plan, the obligation to Auctus with respect to the DIP Funding has been exchanged for two Secured Convertible Notes (See Note 7 – Notes Payable – Chapter 11 Reorganization) for an aggregate principal amount of $ 1,349,591 7% November 16, 2023 3,680,703,720 0.0005 0.001 |