LOANS AND NOTES PAYABLE | NOTE 6: LOANS AND NOTES PAYABLE Merchant Advances During 2024 and 2023, the Company entered into several short-term merchant loans with American Express, Amazon and Shopify. The loans mature in six to nine months and bear interest ranging from 8% to 13%. The loans require monthly principal and interest payments. During the nine months ended September 30, 2024 and 2023, the Company received merchant advances totaling $1,045,900 and $200,000, respectively, and made repayments totaling $1,557,614 and $1,471,614, respectively. As of September 30, 2024 and December 31, 2023, the Company had $191,134 and $654,287, respectively in outstanding principal pertaining to these merchant loans. Interest expense for the loans totaled for the three months ended September 30, 2024 and 2023 $6,197 and $15,432 respectively. Interest expense for the loans totaled $65,357 and $100,983 for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, there was $0 and $3,598 respectively, in interest payable pertaining to these loans. Loan Agreements with Altbanq Lending LLC On April 1, 2024, the Company and Altbanq Lending LLC (“Altbanq”) entered into a Business Loan and Security Agreement (the “April 2024 Loan Agreement”), pursuant to which the Company agreed to borrow an aggregate of $1,600,000, which such loan amount may be made in multiple disbursements, and on May 21, 2024, the Company and Altbanq entered in to a Business Loan and Security Agreement (the “May 2024 Loan Agreement” and together with the April 2024 Loan Agreement, the “Loan Agreements”), pursuant to which the Company agreed to borrow an aggregate of $400,000, which such loan may be made in multiple disbursements, each at an interest rate of 22.5% per annum, which such interest rate shall increase to 24% per annum on the entire outstanding balance upon the occurrence of an Event of Default (as defined in the agreement), less certain fees and expenses payable by the Company in connection with the Altbanq loan agreements, including origination fees of $40,000 in the aggregate and legal fees of $8,000 in the aggregate. The loan fees were expensed immediately and were not recorded as a debt discount and amortized over the term of the loans, since the loan fees were deemed immaterial to the financial statements. Pursuant to the April 2024 Loan Agreement, the Company has agreed to make repayments of $22,308 per week in 104 installments for an aggregate total repayment amount of $2,320,000 (comprised of $1,600,000 in principal amount and $720,000 in interest charge), and pursuant to the May 2024 Loan Agreement, the company have agreed to make repayments of $5,577 per week in 104 installments for an aggregate total repayment amount of $580,000 (comprised of $400,000 in principal amount and $180,000 in interest charge). The Company received an aggregate of $1,952,000 in proceeds pursuant to the Altbanq loans in April and May 2024. As of September 30, 2024, the outstanding balance of the Altbanq loan was $1,672,782, net of debt discount of $569,132. For the three and nine months ended September 30, 2024, the Company recognized interest expense of $175,269 and $330,868 respectively. Notes Payable, Net of Debt Discount Promissory Notes As of September 30, 2024 and December 31, 2023, the Company had $1,025,000 outstanding pertaining to a promissory note received in 2021. In April 2024, the Company extended the maturity date to June 1, 2024, which was then further extended to January 31, 2025. Interest expense for three and nine months ended September 30, 2024 and 2023 was $0. In February 2024, the Company received $300,000 in short-term promissory notes. The notes bear interest at 10% per annum and mature on May 31, 2024, which was extended to January 31, 2025. Interest expense for the three and nine months ended September 30, 2024 was $7,562 and $22,522, respectively, all of which was accrued and unpaid. In July 2024, the Company received $250,000 in short-term promissory notes. The notes bear interest at 12% per annum and mature on August 6, 2024. The promissory note was repaid in full as of September 30, 2024. In July 2024, the Company received $110,000 in short-term promissory notes. The notes bear interest at 12% per annum with a default rate of 24% per annum. The promissory notes matures on or before September 28, 2024, which was extended to January 31, 2025. Interest expense for the three and nine months ended September 30, 2024 was $2,351, all of which was accrued and unpaid. In August 2024, the Company received $100,000 in short-term promissory notes. The notes bear interest at 12% per annum with a default rate of 24% per annum. The promissory notes mature on or before November 4, 2024, which was extended to January 31, 2025. Interest expense for the three and nine months ended September 30, 2024 was $1,742, all of which was accrued and unpaid. OID Notes On January 25, 2023, the Company issued three unsecured original issue discount promissory notes in the aggregate principal amount of $577,500, respectively (the “OID Notes”). The Company received proceeds in the aggregate amount of $550,000 in connection with the issuance of the OID Notes. No interest shall accrue on the OID Note prior to an event of default and after event of default, interest shall accrue at the rate of 24% per annum. The OID Notes provided that the principal and all unpaid interest owed under each OID Note shall be due and payable on the earlier of (i) April 30, 2023, or (ii) three business days after the closing or abandonment of Company’s anticipated initial public offering. In connection with the OID Notes, the Company recognized a debt discount of $27,500. For the three months ended September 30, 2024 and 2023, the Company recognized interest expense associated with the amortization of debt discount of $0. For the nine months ended September 30, 2024 and 2023, interest expenses associated with amortization of debt discount of $0 and $27,500 respectively. As of September 30, 2024, unamortized debt discount was $0. In April 2024, the Company entered into Promissory Note Extension Agreements with the noteholders pursuant to which each such holder agreed to extend the maturity date of the OID Notes to June 1, 2024. As of the date of these financial statements, the amended maturity date of the OID Notes was January 31, 2025. For the three months ended September 30, 2024 and 2023, interest expense on the OID Notes was $8,734. For the nine months ended September 30, 2024 and 2023, interest expenses on the OID Notes was $26,012 and $23,544 respectively, all of which was accrued and unpaid. As of September 30, 2024 and December 31, 2023, there was $58,588 and $32,277, respectively, in interest payable pertaining to these loans. On August 31, 2023, the Company issued two unsecured original issue discount promissory notes in the aggregate principal amount of $336,000, respectively (the “August OID Notes”). The Company received proceeds in the aggregate amount of $320,000 in connection with the issuance of the August OID Notes. The Company recognized a debt discount of $16,000, all of which was amortized to interest expense in 2023. No interest shall accrue on the OID Note prior to an event of default and after event of default, interest shall accrue at the rate of 24% per annum. The principal and all unpaid interest owed under each August OID Note shall be due and payable on the earlier of (i) November 1, 2023, or (ii) three business days after the closing or abandonment of Company’s anticipated initial public offering. As of the date of these financial statements, the amended maturity date of the August OID Notes was January 31, 2025. On February 1, 2024, the Company issued the 2024 Inventory Financing Notes to Moishe (Michael) Hartstein and Alpha Capital Anstalt in the principal amounts of $250,000 and $50,000, respectively, the proceeds of which shall be used solely for the purpose of purchasing inventory for sale in 2024 (the “2024 Inventory Financing Notes”). The 2024 Inventory Financing Notes bear interest at an annual rate of 10% per annum and were initially due and payable on May 31, 2024. As of the date of these financial statements, the amended maturity date of these notes was January 31, 2025. For the three and nine months ended September 30, 2024 interest expense on these notes was $7,562 and $22,521 respectively. Investor Bridge Notes The Company conducted a private offering (the “2023 Bridge Offering”) of up to $1,000,000 of unsecured promissory notes (“Investor Bridge Notes”) and warrants to purchase up to 1,000,000 shares of the Company’s common stock. The Investor Bridge Notes will bear interest at a rate of 6% per annum and will mature (the “Investor Bridge Notes Maturity Date”) on the earlier of two years from the date of the initial closing of such private placement or a liquidity event, as defined in the Investor Bridge Notes, which includes a firm commitment underwritten initial public offering of the Company’s common stock. Each of the Investor Bridge Notes will be coupled with an equal number of warrants (the “Investor Bridge Warrants”) to purchase common stock (up to 1,000,000 warrants) at an exercise price of $1.00 per share. On the Investor Bridge Notes Maturity Date, the Investor Bridge Notes will be automatically repaid, and the proceeds payable shall be automatically applied to the exercise of the Investor Bridge Warrants. At the first closing of the 2023 Bridge Offering, which took place on March 24, 2023, the Company issued $650,000 of Investor Bridge Notes and issued Investor Bridge Warrants to purchase 650,000 shares of common stock with an exercise price of $1.00 per share. In connection with the first closing of the 2023 Bridge Offering, the Company paid Boustead Securities, LLC (“Boustead”), its placement agent in such 2023 Bridge Offering, $52,000 in cash and issued the placement agent 5-year warrants to purchase 45,500 shares of common stock (the “Boustead Bridge Warrants”), at an exercise price of $1.00 per share and are exercisable immediately. The Boustead Bridge Warrants are considered as compensation to Boustead pursuant to the rules of FINRA and will not be exercisable until 180 days following the date of commencement of sales of the Company’s common stock pursuant to its initial public offering. Following the first closing of the 2023 Bridge Offering, the Company received net proceeds of $589,705 after deducting fees. At the second closing of the 2023 Bridge Offering, which took place on April 14, 2023, the Company issued $100,000 of Investor Bridge Notes and issued Investor Bridge Warrants to purchase 100,000 shares of common stock with an exercise price of $1.00 per share. In connection with the second closing of the 2023 Bridge Offering, the Company paid Boustead $8,000 in cash and issued the placement agent 5-year warrants to purchase 7,000 shares of common stock at an exercise price of $1.00 per share and are exercisable immediately. Following the second closing of the 2023 Bridge Offering, the Company received net proceeds of $91,455 after deducting fees. During the three months ended September 30, 2024 and 2023 interest expense on the 2023 Bridge Offering was $11,342 and $11,342 respectively. During the nine months ended September 30, 2024 and 2023 interest expense was $33,780 and $23,079 respectively. As of September 30, 2024 and December 31, 2023, there was $68,203 and $34,422, respectively, in interest payable pertaining to these loans. In connection with the Investor Bridge Notes, the Company recognized a debt discount of $657,206, consisting of the relative fair value of the warrants issued of $588,366 and issuance costs of $68,840. The fair value of the warrants was as calculated by assumptions used in the Black-Scholes model (Note 9) .The debt discount will be amortized to interest expense over the life of the loan. For the three months ended September 30, 2024 and 2023, $82,826 and $82,826 was amortized to interest expense, respectively. For the nine months ended September 30, 2024 and 2023, $246,678 and $158,891 was amortized to interest expense, respectively. As of September 30, 2024 and December 31, 2023, $168,811 and $415,489, respectively, remained unamortized. Notes payable, net of debt discount, consisted of the following: September 30, December 31, 2024 2023 Principal: Promissory note $ 1,535,000 $ 1,025,000 OID Notes 913,500 913,500 Investor Bridge Notes 750,000 750,000 3,198,500 2,688,500 Less: Unamortized debt discount (168,811 ) (415,489 ) Notes payable, net of debt discount $ 3,029,689 $ 2,273,011 |