DEBT | NOTE 8 – DEBT Lines of Credit as of December 31, 2023: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $2,500,000 revolving line of credit, December 14, 2023 $ — $ — $ — 10% 12 months prior written notice 3,125,000 Total related party lines of credit, net $ — $ — $ — Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 $ 1,760,000 $ — $ 1,760,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 4,907,573 — 5,429,504 Greater of 4% or Prime 7/29/2024 — $4,000,000 non-revolving line of credit, May 10, 2023 — 441,390 800,000 12% 5/10/2025 83,142 Total lines of credit, net $ 6,667,573 $ 441,390 $ 7,989,504 Lines of Credit as of September 30, 2023: Unpaid Contractual Net Carrying Value Principal Interest Rates Contractual Warrants Related party lines of credit: Current Long Term Balance Cash Maturity Date issued $4,000,000 non-revolving line of credit, May 10, 2023 $ — $ 1,959,693 $ 2,266,733 12% 5/10/2025 209,398 Total related party lines of credit, net $ — $ 1,959,693 $ 2,266,733 Lines of credit: $2,200,000 non-revolving line of credit, May 13, 2022 $ 2,124,720 $ — $ 2,200,000 12% 11/13/2023 314,286 $6,000,000 revolving line of credit, July 29, 2022 2,985,298 — 3,730,914 Greater of 4% or Prime 7/29/2024 — $4,000,000 revolving line of credit, May 10, 2023 — 475,523 900,000 12% 5/10/2025 83,142 Total lines of credit, net $ 5,110,018 $ 475,523 $ 6,830,914 The following table presents the interest expense related to the contractual interest coupon and the amortization of debt discounts on the lines of credit: Three months ended December 31, 2023 2022 Interest expense $ 593,764 $ 340,379 Amortization of debt discounts 396,598 661,335 Total $ 990,362 $ 1,001,714 Maturity analysis under the line of credit agreements for the fiscal years ended December 31, 2024 $ 7,189,504 2025 800,000 2026 — 2027 — 2028 — Lines of credit, related and non-related party 7,989,504 Less: Debt discount on lines of credit payable (880,541) Total Lines of credit payable, related and non-related party, net $ 7,108,963 Revolving Lines of Credit Excel Revolving Line of Credit Effective as of December 14, 2023, we entered into a Revolving Line of Credit Loan Agreement with Excel Family Partners, LLLP (“Excel” and the “Excel Revolving Line of Credit Agreement”) for up to a principal sum of $2,500,000, under which we may pay down and re-borrow up to the maximum amount of the $2,500,000 limit (the “Excel Revolving Line of Credit”). Our drawdown on the Excel Revolving Line of Credit is limited to no more than twenty-five percent (25%) of the last three full months’ revenue, not to exceed $1,250,000 in any quarter, and not to exceed in aggregate the outstanding debt amount of $2,500,000.The Excel Revolving Line of Credit is a perpetual loan, with a maturity date that is twelve (12) months from the date of formal notice of termination by Excel, and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to ten percent (10%) per year. Under the Excel Revolving Line of Credit Agreement, we granted to Excel a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu Under the terms of the Excel Revolving Line of Credit Agreement, on December 14, 2023, we issued to Excel a warrant to purchase up to an aggregate of 3,125,000 shares of our Common Stock. The warrant has an exercise price of $0.80 per share, which was the closing price of our Common Stock on December 14, 2023, expires on December 14, 2026, and is exercisable at any time prior to such date , to the extent that after giving effect to such exercise, Excel and its affiliates would beneficially own, for purposes of Section 13(d) of the Exchange Act, no more than 29.99% of the outstanding shares of our Common Stock We had not drawn down any funds from the Excel Revolving Line of Credit as of December 31, 2023. GemCap Revolving Line of Credit Agreement Effective as of July 29, 2022, we entered into a Loan and Security Agreement with Industrial Funding Group, Inc. (the “Initial Lender”) for a revolving loan credit facility for the initial principal sum of up to $4,000,000 , and through the exercise of an accordion feature, a total sum of up to $10,000,000 (the “GemCap Revolving Line of Credit Agreement”), evidenced by a Revolving Loan Secured Promissory Note, also effective as of July 29, 2022 (the “GemCap Revolving Line of Credit”). Shortly after the effective date of the GemCap Revolving Line of Credit, the Initial Lender assigned the GemCap Revolving Line of Credit Agreement, and the loan documents related thereto, to GemCap Solutions, LLC (“GemCap” or “Senior Lender.”) Availability for borrowing under the GemCap Revolving Line of Credit is dependent upon our assets in certain eligible accounts and measures of revenue, subject to reduction for reserves that the Senior Lender may require in its discretion, and the accordion feature is a provision whereby we may request that the Senior Lender increase availability under the GemCap Revolving Line of Credit, subject to its sole discretion. Effective as of October 27, 2022, we entered into Amendment Number 1 to the Loan and Security Agreement and to the Revolving Loan Agreement Schedule, and the Amended and Restated Secured Promissory Note (Revolving Loans) with the Senior Lender to increase the principal sum available under the GemCap Revolving Line of Credit Agreement from $4,000,000 to $6,000,000 . The GemCap Revolving Line of Credit matures on July 29, 2024, and began accruing interest on the unpaid principal balance of advances, payable monthly in arrears, on September 7, 2022, at an annual rate equal to the greater of (I) the sum of (i) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such Prime Rate changes, plus (ii) zero percent ( 0.00% ), and (II) four percent ( 4.00% ). Under the GemCap Revolving Line of Credit Agreement, we have granted to the Senior Lender a first-priority security interest in all of our present and future property and assets, including products and proceeds thereof. In connection with the loan, our existing secured lenders, some of whom are the RAT Lenders under our RAT Non-Revolving Line of Credit (each as defined below) (collectively, the “Subordinated Lenders”) delivered subordination agreements (the “GemCap Subordination Agreements”) to the Senior Lender. We are permitted to make regularly scheduled payments, including payments upon maturity, to such subordinated lenders and potentially other payments subject to a measure of cash flow and receiving certain financing activity proceeds, in accordance with the terms of the GemCap Subordination Agreements. In connection with the delivery of the GemCap Subordination Agreements by the Subordinated Lenders, on July 29, 2022, we issued warrants to each Subordinated Lender on identical terms for an aggregate of up to 296,329 shares of our Common Stock (each, a “Subordination Agreement Warrant”). Each Subordination Agreement Warrant has an exercise price of $5.25 per share, expires on July 29, 2025, and is exercisable at any time prior to such date. One warrant for 191,570 warrant shares was issued to Eagle Investment Group, LLC, an entity managed by Bruce Cassidy, Chairman of our Board of Directors (“Mr. Cassidy”), as directed by its affiliate, Excel Family Partners, LLLP (“Excel”), an entity also managed by Mr. Cassidy, one of the Subordinated Lenders. The Subordinated Lenders receiving warrants for the remaining 104,759 warrant shares were also entitled to receive a cash payment of $22,000 six months from the date of the GemCap Subordination Agreements, representing one percent ( 1.00% ) of the outstanding principal amount of the loan held by such Subordinated Lenders. This cash payment was made to those Subordinated Lenders on January 25, 2023. The GemCap Revolving Line of Credit had a balance, including accrued interest, amounting to $5,494,323 and $3,757,074 as of December 31, 2023, and September 30, 2023, respectively. We incurred interest expense for the GemCap Revolving Line of Credit in the amount of $375,630 and $358,171 for the three months ended December 31, 2023, and 2022, respectively. Non-Revolving Lines of Credit RAT Non-Revolving Line of Credit Effective as of May 13, 2022, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “RAT Non-Revolving Line of Credit Agreement”) with several institutions and individuals (each a “RAT Lender” and collectively, the “RAT Lenders”) and RAT Investment Holdings, LP, as administrator of the loan (the “Loan Administrator”) for an aggregate principal amount of $2,200,000 (the “RAT Non-Revolving Line of Credit”), . Pursuant to the terms of the RAT Non-Revolving Line of Credit Agreement, the RAT Non-Revolving Line of Credit matured eighteen ( 18 ) months from the effective date of the RAT Non-Revolving Line of Credit and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve percent ( 12% ) per year. Under the RAT Non-Revolving Line of Credit Agreement, we granted to the RAT Lenders a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu with the Excel Revolving Line of Credit Agreement (as defined above) and the May 2023 Secured Line of Credit Agreement (as defined below) and (each of which are subordinated in connection with our GemCap Revolving Line of Credit Agreement (as defined above)). In connection with the RAT Non-Revolving Line of Credit Agreement, on May 13, 2022, we issued a warrant (collectively, the “RAT Loan Warrants”) to each RAT Lender for an aggregate of up to 209,522 shares of our Common Stock. Each RAT Loan Warrant had an exercise price of $5.25 per share, expires on May 13, 2025, and is exercisable at any time prior to the expiration date. Effective as of November 13, 2023, we entered into a Non-Revolving Line of Credit Loan Agreement Amendment (the “RAT Non-Revolving Line of Credit Agreement Amendment”) with the RAT Lenders to: (i) extend the maturity date from eighteen ( 18 ) months to twenty-seven ( 27 ) months from the date of the RAT Non-Revolving Line of Credit Agreement, or August 13, 2024; and (ii) amend the payment terms of the RAT Non-Revolving Line of Credit Line of Credit . In consideration for the extension of the , we agreed to amend the terms of the RAT Loan Warrants as well as the Subordination Agreement Warrants issued to the RAT Lenders in connection with the GemCap Subordination Agreements described above to reduce the warrant exercise price to $1.00 . See “—GemCap Revolving Line of Credit.” 1/3 RAT Non-Revolving RAT Non-Revolving RAT Non-Revolving RAT Non-Revolving The RAT Non-Revolving had a balance, including accrued interest, amounting to $1,770,795 and $2,300,899 as of December 31, 2023, and September 30, 2023, respectively. We incurred interest expense for the RAT Non-Revolving in the amount of $136,976 and $224,105 for the three months ended December 31, 2023, and 2022, respectively. May 2023 Secured Loan Effective as of May 10, 2023, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (the “May 2023 Secured Agreement”) with several individuals and institutional lenders for aggregate loans of up to $4.0 million (the “May 2023 Secured Line of Credit”), evidenced by Secured Non-Revolving Line of Credit Promissory Notes (each a “May 2023 Secured Note” and collectively, the “May 2023 Secured Notes”), also effective as of May 10, 2023. The May 2023 Secured Line of Credit matures twenty-four ( 24 ) months from the date of the May 2023 Secured Line of Credit Agreement and accrues interest, payable semi-annually in arrears, at a fixed rate of interest equal to twelve percent ( 12% ) per year. We granted to the lenders under the May 2023 Secured Line of Credit Agreement a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest is pari passu with the RAT Non-Revolving Line of Credit Agreement and the Excel Revolving Line of Credit Agreement, but is subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. See “— GemCap Revolving Line of Credit Agreement.” In connection with the May 2023 Secured Line of Credit, on May 10, 2023, we agreed to issue to each lender under the May 2023 Secured Line of Credit Agreement, upon drawdown, a warrant to purchase up to an aggregate of 369,517 shares of our Common Stock. The warrants have an exercise price of $4.33 per share, expire on May 10, 2026, and is exercisable at any time prior to such date. As of May 10, 2023, Excel, an entity managed by Mr. Cassidy, had committed to be a lender under the May 2023 Secured Line of Credit Agreement for an aggregate loan of $2.65 million, and as of September 11, 2023, Line of Credit. Pursuant to the terms of a Pay Off Letter Agreement with Excel dated September 12, 2023, we refinanced the outstanding principal and interest of the Excel $2.2M Line of Credit (as defined below) to be included as part of the obligations of the May 2023 Secured Line of Credit Agreement. As a result, as of September 12, 2023, Excel had loaned $2,266,733 under the May 2023 Secured Line of Credit Agreement and received a warrant See “Excel $2.2M Line of Credit.” As of December 14, 2023, the outstanding principal and interest on Excel’s portion of the May 2023 Secured Line of Credit was $2,328,617 (the “Excel May 2023 Secured Line of Credit Pay Off Amount”) . On December 14, 2023, we entered into a Note Conversion Agreement with Excel (the “Excel May 2023 Secured Line of Credit Note Conversion Agreement”) pursuant to which Excel agreed to convert the Excel May 2023 Secured Line of Credit Amount owed under the May 2023 Secured Line of Credit Agreement into 2,910,771 shares of our Common Stock, par value $0.0001 per share, at a conversion price per share of $0.80 . The Excel May 2023 Secured Line of Credit Note Conversion Agreement contains customary representations, warranties, agreements and obligations of the parties. Additionally, pursuant to a Warrant Reprice Letter Agreement entered into by Excel on December 14, 2023, the per share warrant exercise price of the Excel warrant for 209,398 shares of our Common Stock was repriced to $0.80 per warrant share and immediately exercised, and the net proceeds of $167,518.40 were delivered to the Company. See “Note 12 – Repricing and Exercise of Certain Warrants.” On December 31, 2023, one of the remaining lenders under the May 2023 Secured Line of Credit converted $101,699.83 in outstanding principal and interest into 127,124 shares of our Common Stock at a conversion price per share of $0.80 . As a result, as of December 31, 2023, a total principal amount of $800,000 remained on the May 2023 Secured Line of Credit, and a total of 83,142 warrant shares issued to the remaining lenders in connection with the May 2023 Secured Line of Credit. The May 2023 Secured Loan had a principal balance, including accrued interest, amounting to $837,333 and $3,214,769 as of December 31, 2023, and September 30, 2023, respectively. We incurred interest expense for the 2023 Secured Loan in the amount of $180,480 and $0 for the three months ended December 31, 2023, and 2022, respectively. Excel $2.2M Line of Credit On May 31, 2023, we entered into a Secured Non-Revolving Line of Credit Loan Agreement (“Excel $2.2M Secured Line of Credit Agreement”) with Excel, an entity managed by Bruce Cassidy, Chairman of our Board of Directors, for an aggregate principal amount of up to $2,200,000 (the “Excel $2.2M Line of Credit”), evidenced by a Non-Revolving Line of Credit Promissory Note (the “Excel $2.2M Note”). The Excel $2.2M Line of Credit matured ninety ( 90 ) days from the date of the Excel $2.2M Secured Line of Credit Agreement having accrued interest, payable in arrears on the Excel $2.2M Line of Credit maturity date, at a fixed rate of interest equal to ten-and-one-half percent ( 10.5% ) per year. Effective as of August 29, 2023, we entered into a letter agreement (the “Excel $2.2M Line of Credit Amendment Letter Agreement”) with Excel to amend the Excel $2.2M Line of Credit Agreement and the Excel $2.2M Note to extend the maturity date of the Excel $2.2M Secured Line of Credit from ninety ( 90 ) days to one hundred twenty ( 120 ) days from the date of the Excel $2.2M Secured Line of Credit Agreement, or September 28, 2023. Under the Excel $2.2M Secured Line of Credit Agreement, we granted to Excel a security interest in all of our present and future assets and properties, real or personal, tangible or intangible, wherever located, including products and proceeds thereof, which security interest was pari passu with the RAT Non-Revolving Line of Credit Agreement, but subordinate in rights to GemCap under the GemCap Revolving Line of Credit Agreement. On September 12, 2023, we entered into a Pay Off Letter Agreement with Excel, pursuant to which we agreed to pay off the principal and interest outstanding under the $2.2M Line of Credit, amounting to $2,266,733 (the “$2.2M Line of Credit Pay Off Amount”) by refinancing the $2.2M Line of Credit Pay Off Amount to be included as part of the obligations under the May 2023 Secured Line of Credit Agreement. See “—May 2023 Secured Loan.” As a result of such refinancing, there was no principal or interest remaining under the Excel $2.2M Secured Line of Credit, and the Excel $2.2M Secured Line of Credit Agreement was terminated. The Excel $2.2M Line of Credit had a balance, including accrued interest, amounting to $0 and $0 as of December 31, 2023, and September 30, 2023, respectively. We incurred interest expense for the Excel $2.2M Line of Credit in the amount of $0 and $0 for the three months ended December 31, 2023, and 2022, respectively. See Note 12 – Stock Options, Restricted Stock Units (RSUs) and Warrants for discussion on the r e c e w |