NOTES PAYABLE | NOTE 5 – NOTES PAYABLE A summary of the notes payable activity during the nine months ended September 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 715,303 250,000 (182,805 ) 782,498 Exchanges for equity (311,063 ) - 82,131 (228,932 ) Amortization of debt discount - - 1,068,509 1,068,509 Outstanding, September 30, 2021 $ 10,041,342 $ 250,000 $ (4,399,034 ) $ 5,892,308 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 in funding to the Company (the “Initial Auctus Funding”) and is to provide, subject to certain conditions, additional funding to the Company, as needed, in an amount equal to $ 3,500,000 , less the sum of the debtor-in-possession loans made to the Company by Auctus during the Chapter 11 Case (inclusive of accrued interest) (approximately $ 1,227,000 as of the Effective Date) and the costs incurred by Auctus as the debtor-in-possession lender (the “DIP Costs”). The DIP Costs and the additional Plan costs in the aggregate totaled $ 650,493 , of which $ 500,000 and $ 150,493 were recorded in debt discount and accrued expenses, respectively, on the consolidated balance sheets. On September 27, 2021, these amounts were converted into secured convertible promissory notes totaling an aggregate principal amount of $ 715,303 . In addition, four other persons and entitles (collectively, the “Other Lenders”) who held allowed general unsecured claims provided funding to the Company in the aggregate amount of approximately $ 348,000 (the “Other Funding” and together with the Initial Auctus Funding, the “Funding”). In consideration of the Funding, the Company has issued the following: 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 $ 2.00 1,750,000 174,250 2.00 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 $ 4.00 875,000 87,125 4.00 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 613,451 c. A Class B Warrant to purchase 306,725 181,571 167,781 54,449 113,332 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 6,130 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 11,113 b. $ 309,301 vi. Holders of allowed general unsecured claims (other than Auctus and the Other Lenders) received an aggregate of 262,432 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 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 $ 152,499 - 438,913 368,810 Convertible Notes Conversions, Exchanges and Other During the nine months ended September 30, 2021, certain lenders converted unsecured convertible notes with an aggregate amount of $ 317,894 6,314 8,069 40 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 which bear interest at 7 % per annum with a maturity date of November 16, 2023 . In connection with the Secured Convertible Notes, Auctus received warrants to purchase an aggregate of 920,176 shares of Company’s common stock with exercise prices ranging between $ 2.00 and $ 4.00 per share. On September 27, 2021, pursuant to the Plan, for 110 183,043 November 16, 2023 7 0.0001 83,201 2.00 November 16, 2025 41,601 4.00 November 16, 2025 152,300 14,103 183,043 On September 27, 2021, pursuant to the Plan, for 110 532,499 November 16, 2023 7 0.0001 532,499 Interest expense for the five Secured Convertible Notes was $ 24,214 71,062 6,769 Public Offering Exchange Subsequent to September 30, 2021, in connection with the public offering, see Note 9 – Subsequent Events, all of the above outstanding convertible notes, associated accrued interest and warrants held by Auctus, as well as outstanding convertible notes in the aggregate principal amount of $ 1,219,945 236,411 1,856,938 1,543,000 314,000 1,857,000 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. 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 nine months ended September 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE 2021 Remainder of 2021 $ - 2022 58,970 2023 10,100,903 2024 60,161 Thereafter 71,307 Total future minimum payments 10,291,351 Less: discount (4,399,034 ) Less:payable 5,892,307 Less: current (44,172 ) Notes payable, non-current $ 5,848,135 |