CONVERTIBLE NOTES | 9. CONVERTIBLE NOTES The following tables set forth the components of the Company’s convertible notes as of June 30, 2021 and December 31, 2020: Schedule of convertible debt June 30, 2021 December 31, 8% - 12% Convertible Promissory Notes (Bridge Notes) $ 621,200 $ 373,587 10% Unsecured Convertible Redeemable Notes – Variable Conversion Price – 265,000 10% Secured Convertible Notes with Original Issuance Discounts (OID Notes) 153,250 153,250 12% Senior Secured Convertible Notes (Newbridge) – 52,572 12% Senior Secured Convertible Notes (Original TDH Notes) 792,846 882,175 12% Senior Secured Convertible Notes (TDH Secured Notes) 387,220 1,645,393 12% Senior Secured Convertible Notes (Additional Secured Notes) 73,572 260,315 Loan discounts (380,035 ) (385,266 ) Total convertible notes, net 1,648,053 3,247,026 Less: current portion of convertible notes, net (1,396,379 ) (2,349,677 ) Convertible notes, net $ 251,674 $ 897,349 8% - 12% Convertible Promissory Notes (Bridge Notes) On November 30, 2020, the Company entered into a securities purchase agreement with EMA Financial, LLC (“EMA”) pursuant to which the Company issued to EMA a nine-month 8% convertible promissory note in the principal amount of $ 260,000 234,000 1.92 On February 17, 2021, the terms of the EMA financing were amended to (i) reduce the conversion rate to $1.28, 81,250 $1.60 12%, 38,855 $1.92 ASC 470-20 requires proceeds from the sale of a debt instrument with stock purchase warrants be allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance. In connection with the EMA warrant issuance, the Company allocated an aggregate fair value of $104,760 to the stock warrants and recorded a debt discount which will be amortized to interest expense over the term of the loan using the effective interest method so the debt, at its term, is recorded at its face value. The Company estimated the fair value of the warrants at date of grant using the Black-Scholes option pricing model using the following inputs: (i) stock price on the date of grant ranging between $1.60 and $4.48, (ii) the contractual term of the warrant of 3 years, (iii) a risk-free interest rate of 0.19% and (iv) an expected volatility of the price of the underlying common stock ranging between 224.9% and 258.6%. On May 24, 2021, EMA Warrant was amended to delete the full-ratchet anti-dilution provision and the EMA Note was amended to delete the variable conversion price feature. On June 2, 2021, the Company issued 10,000 $11,800 $1,000 100,000 $127,000 $1,000 At June 30, 2021, the principal balance of the EMA Note was $ 121,200 31,968 On December 17, 2020, the Company entered into a note purchase agreement with Quick Capital, LLC (“Quick Capital”) pursuant to which the Company issued Quick Capital a nine-month convertible promissory note in the principal amount of $ 113,587 100,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 12,621 In connection with the Quick Note issuance, the Company also issued a three-year warrant (the “Quick Warrant”) to purchase up to an aggregate of 36,975 1.60 3 33,056 On May 21, 2021, the Quick Note was amended to replace the variable conversion price with a fixed conversion price of $1.28 per share and the Quick Warrant was amended to delete the full-ratchet anti-dilution provision. On June 21, 2021, the Company issued 290,000 $27,487 $65,313 269,061 $86,100 At June 30, 2021, the principal balance of the Quick Note was $ 0 On February 9, 2021, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”) pursuant to which the Company issued to Auctus a twelve-month 12% convertible promissory note in the principal amount of $ 500,000 1.92 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 155,875 In connection with the note issuance, Auctus was also issued a five-year warrant (the “Auctus Warrant”) to purchase up to an aggregate of 195,313 1.92 5 On May 25, 2021, Auctus Warrant was amended to delete the full-ratchet anti-dilution provision. At June 30, 2021, the principal balance of the Auctus Note was $ 500,000 291,666 On March 11, 2021, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”) pursuant to which the Company issued to FirstFire a twelve-month 12% convertible promissory note in the principal amount of $ 300,000 1.92 238,500 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 93,220 In connection with the issuance of the note, FirstFire was also issued a five-year warrant (the “FirstFire Warrant”) to purchase up to an aggregate of 117,188 1.92 5 On May 20, 2021, the FirstFire Note was amended to replace the variable conversion feature price with a fixed conversion price of $1.92 and the FirstFire Warrant was amended to delete the full ratchet anti-dilution provision. On June 17, 2021, the Company issued 175,000 $300,000 $36,000 At June 30, 2021, the principal balance of the FirstFire Note was $ 0 On April 16, 2021, the Company entered into a securities purchase agreement with Labrys Fund, LP (“Labrys”), pursuant to which the Company issued to Labrys a one-year convertible promissory note in the principal amount of $ 300,000 1.92 266,000 In connection with the issuance of the note, Labrys was also issued a five-year warrant to purchase up to an aggregate of 117,118 1.92 5 On May 22, 2021, the Labrys Warrant was amended to delete the full-ratchet anti-dilution provision. On June 17, 2021, the Company issued 175,000 $300,000 $36,000 At June 30, 2021, the principal balance of the Labrys Note was $ 0 10% Unsecured Convertible Redeemable Note – Variable Conversion Price On March 1, 2020, the Company issued a convertible redeemable note to an unrelated party in the principal amount of $ 100,000 10 August 31, 2020 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 44,129 In connection with the note issuance, the Company also issued a five-year warrant to purchase up to an aggregate of 15,625 3.20 5 On April 14, 2021, the Company issued 62,500 100,000 11,205 At June 30, 2021, the principal balance of this note was $ 0 On November 20, 2020, the Company issued a convertible redeemable note to an unrelated party in the principal amount of $ 165,000 15,000 150,000 The Company analyzed the conversion feature of the note for a beneficial conversion feature, for which the Company concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and its allocable fair value was determined to be $ 50,871 On February 17, 2021, the Company entered into a debt exchange agreement with the holder of the convertible promissory note, in the aggregate amount of $ 169,000 169,000 At June 30, 2021, the principal balance of this note was $0 and all associated loan discounts were fully amortized. 10% Secured Convertible Notes with Original Issuance Discounts (“OID Notes”) During the year ended December 31, 2017, the Company issued secured, convertible notes with original issuance discounts to accredited investors for gross proceeds of $ 601,223 60,122 10 24.96 4,698 78,321 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 10% convertible notes pursuant to which an aggregate of 331,954 211,223 158,000 111,250 At June 30, 2021, the principal balance of these notes was $ 0 During the year ended December 31, 2018, the Company issued secured, convertible notes with original issuance discounts to accredited investors for gross proceeds of $ 1,313,485 131,348 10 24.96 10,262 198,259 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 10% convertible notes pursuant to which an aggregate of 316,000 200,000 As of June 30, 2021, the principal balance of these notes was $ 97,250 During the year ended December 31, 2018, the Company also issued secured, convertible notes with original issuance discounts to accredited investors for gross proceeds of $ 356,000 71,200 10 16.00 6,344 62,269 As of June 30, 2021, the principal balance of these notes was $ 56,000 12% Senior Secured Convertible Notes (Newbridge Offering) On November 30, 2018, the Company closed a private offering in which it sold 12 552,000 Interest on the 12% Notes is payable monthly in 21 equal installments commencing four months after the issuance of the 12% Notes. Upon the occurrence of an event of default, the interest rate will increase to 15% and the 12% Notes will become immediately due and payable. The Company may prepay the 12% Notes in full at any time by paying accrued interest and 110% of the outstanding principal balance. Newbridge Securities Corporation acted as exclusive placement agent for the offering and received (i) $55,200, (ii) 3,550 shares of common stock, and (iii) $11,040, representing a non-accountable expense allowance for its services. As of June 30, 2021, the principal balance of these notes was $ 0 12% Senior Secured Convertible Notes (Original TDH Notes) On June 20, 2016, the Company issued $ 4,000,000 5.0 First Amendment to the TDH Share Sale Agreement On January 3, 2018, the Company entered into an amendment to the TDH Share Sale Agreement (the “First Amendment”). Under the terms of the First Amendment: · The maturity date of the notes was extended from July 1, 2018 until July 1, 2019 · The interest rate on the notes during for one-year extension period from July 2, 2018 to July 1, 2019 was increased to 10 · Interest is payable quarterly in arrears during the one-year extension period, instead of annually in arrears. The first such quarterly interest payment of $100,000 is due on September 30, 2018. · Under the terms of the terms of TDH Share Sale Agreement, the TDH Sellers could earn up to an additional $5.0 million in contingent earnout payments. The original earnout period ended on December 31, 2018. The First Amendment extended the earnout period by one year to December 31, 2019. As consideration to enter into the First Amendment, the Company issued 25,000 480,000 Second Amendment to the TDH Share Sale Agreement On January 15, 2019, the Company entered into a second amendment to the TDH Share Sale Agreement (the “Second Amendment”). Under the terms of the Second Amendment: · The maturity date of the notes was extended from July 1, 2019 to April 2, 2020 · The TDH Sellers shall have the right to convert the notes at a conversion price of $8.64 per share, either in whole or in part at any time prior to the maturity, subject to the terms and conditions set forth in the Second Amendment. · In the event that the notes are not repaid prior to July 2, 2019, no funds will be transferred by TDH to the Company. · The payment terms of the contingent earnout was modified from 50% payable in cash and 50% payable in stock to 75% payable in cash and 25% payable in stock. As consideration to enter into the Second Amendment, the Company issued an additional 25,000 220,000 Due to the inclusion of a conversion feature, the Second Amendment was considered an extinguishment and subsequent reissuance of the notes under the guidelines of ASC 470-20-40-7 through 40-9. As a result, the Company recorded a loss on the extinguishment of debt of $ 363,468 The principal value of the notes was reclassified to convertible notes, net – current on the Company’s condensed consolidated financial statements. Third Amendment to the TDH Share Sale Agreement On March 16, 2020, the Company entered into a third amendment (the “Third Amendment”) to the TDH Share Sale Agreement, pursuant to which the Company’s subsidiary, Grom Holdings, had acquired 100% of the common stock of TDH (representing ownership of the animation studio) from certain individuals (the “TDH Sellers”). The Company used the proceeds received from the TDH Secured Notes Offering to pay the TDH Sellers $ 3,000,000 1,000,000 361,767 Pursuant to the Third Amendment, the TDH Sellers and the Company agreed, among other things: · To extend the maturity date of the remaining Original TDH Notes by one year to June 30, 2021 · To increase the interest rate on the remaining Original TDH Notes to 12 · To grant a first priority security interest on the shares of TDH and TDAHK to the TDH Sellers, pari passu with the holders of the TDH Secured Notes; and · To pay the balance of the Original TDH Notes monthly in arrears, amortized over a four-year period. As of June 30, 2021, the principal balance of the Original TDH Notes was $ 792,846 12% Senior Secured Convertible Notes (“TDH Secured Notes”) On March 16, 2020, the Company sold (the “TDH Secured Notes Offering”) an aggregate $ 3,000,000 March 16, 2024 The TDH Secured Notes are convertible at the option of the holders at 75% of the average sales price of the Company’s common stock over the 60 trading days immediately preceding conversion provided that the conversion price shall not be less than $3.20 per share. The Company’s obligations under the TDH Secured Notes, are secured by Grom Holdings’ shares of stock of TDH, and of its wholly owned subsidiary, TDAHK. The TDH Secured Notes rank equally and ratably on a pari passu basis with (i) the other TDH Secured Notes and (ii) the Original TDH Notes issued by the Company pursuant to TDH Share Sale Agreement. If the Company sells the animation studio located in Manila, Philippines, which is currently owned by TDH through TDAHK (the “Animation Studio”), for more than $12,000,000, and so long as any amount of principal is outstanding under the TDH Secured Notes, the Company will pay the TDH Secured Notes holders from the proceeds of the sale (i) all amounts of principal outstanding under the TDH Secured Notes, (ii) such amount of interest which would be due and payable assuming the TDH Secured Notes were held to maturity (minus any amounts of interest previously paid hereunder), and (iii) an additional 10% of the amount of principal outstanding under the TDH Secured Notes within five days of the closing of such sale. In connection with the issuance of the TDH Secured Notes, the Company issued to each TDH Secured Note holder shares of common stock equal to 20% of the principal amount of such holder’s TDH Secured Note, divided by $3.20. Accordingly, an aggregate of 187,500 420,000 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 12% TDH Secured Notes pursuant to which an aggregate of 1,739,580 1,101,000 On November 30, 2020, the Company entered into a debt exchange agreement with another holder of these 12% TDH Secured Notes pursuant to which an aggregate of 158,000 99,633 On February 17, 2021, the Company entered into debt exchange agreements with certain holders of these 12% TDH Secured Notes pursuant to which an aggregate of 2,106,825 1,256,722 As of June 30, 2021, the principal balance of these notes was $ 387,220 47,396 12% Senior Secured Convertible Notes (Additional Secured Notes) On March 16, 2020, the Company issued to seven accredited investors (the “Additional Secured Note Lenders”) an aggregate of $ 1,060,000 12 Interest on the Additional Secured Notes accrues on the outstanding principal amount at the rate of 12% per annum. Principal and interest on the Additional Secured Notes are payable monthly, on an amortized basis over 48 months, with the last payment due on March 16, 2024 The Additional Secured Notes are convertible at the option of the holders at 75% of the average sales price of the Company’s common stock over the 60 trading days immediately preceding conversion provided that the conversion price shall not be less than $0.10 per share. In connection with the issuance of the Additional Secured Notes, the Company issued to each Additional Secured Note Lender shares of common stock equal to 20% of the principal amount of such holder’s Additional Secured Note, divided by $3.20. Accordingly, an aggregate of 66,250 148,000 On August 6, 2020, the Company entered into debt exchange agreements with certain holders of these 12% Additional Secured Notes pursuant to which an aggregate of 1,236,350 782,500 On February 17, 2021, the Company entered into a debt exchange agreement with another holder of these 12% Additional Secured Notes pursuant to which an aggregate of 288,350 191,273 As of June 30, 2021, the principal balance of these notes was $ 73,572 9,005 . Future Minimum Principal Payments The remaining principal repayments based upon the maturity dates of the Company’s borrowings for each of the next five years are as follows: Schedule of future debt maturity payments 2021 $ 1,635,342 2022 $ 148,907 2023 $ 167,792 2024 $ 76,047 2025 and thereafter $ – |