LIABILITIES AND DEBT | NOTE 7: LIABILITIES AND DEBT Accrued Expenses and Other Liabilities The Company accrued expenses and other liabilities line in the consolidated balance sheets is comprised of the following as of September 30, 2023 and December 31,2022: September 30, December 31, 2023 2022 Accrued expenses $ 489,628 $ 668,714 Reserve for returns — 307,725 Payroll related liabilities 3,792,438 2,618,870 Sales tax liability 304,748 262,765 Other liabilities 194,817 78,845 $ 4,781,632 $ 3,936,920 As of September 30, 2023, payroll liabilities included an aggregate of $1,406,403 in payroll taxes due to remit to federal and state authorities. Of this amount, $698,842 pertained to DBG and $707,561 pertained to Bailey44. The amounts are subject to further penalties and interest. The amounts are subject to further penalties and interest. As of September 30, 2023 and December 31, 2022, accrued expenses included $535,000 in accrued common stock issuances pursuant to an advisory agreement for services performed in 2022. The 200 shares of common stock owed per the agreement are expected to be issued in the fourth quarter of 2023. Convertible Debt 2020 Regulation D Offering As of September 30, 2023 and December 31, 2022, there was $100,000 remaining in outstanding principal that was not converted into equity. Convertible Promissory Note On December 29, 2022, the Company and various purchasers executed a Securities Purchase Agreement (“December Notes”) whereby the investors purchased from the Company convertible promissory notes in the aggregate principal amount of $4,000,000, consisting of original issue discount of $800,000. The Company received net proceeds of $3,000,000. The December Notes were due and payable on February 15, 2023. If the December Notes are not repaid in full by the maturity date or if any other event of default occurs, (1) the face value of the December Notes will be automatically increased to 120%; (2) the Notes will begin generating an annual interest rate of 20%, which will be paid in cash monthly until the default is cured; and (3) if such default continues for 14 or more calendar days, at the investors’ discretion, the December Notes shall become convertible at the option of the investors into shares of the Company’s common stock at a conversion price equal to the closing price of the Company’s common stock on the date of the note conversion. In connection with the December Notes, the Company issued to the investors an aggregate of 469,480 warrants to purchase common stock at an exercise price equal to $4.26, and 60,000 shares of common stock. The Company recognized $428,200 as a debt discount for the fair value of the warrants and common shares using the Black-Scholes option model, resulting in a total debt discount of $1,378,200. In February 2023, the principal of $4,000,000 of the December Notes were fully repaid. The Company amortized $689,100 of debt discount up until the repayment date, and then recognized a loss on extinguishment of debt of $689,100 which is included in other non-operating income (expenses) on the consolidated statements of operations. The following is a summary of the convertible notes for the nine months ended September 30, 2023: Unamortized Convertible Note Principal Debt Discount Payable, Net Balance, December 31, 2022 $ 4,100,000 $ (1,378,200) $ 2,721,800 Repayments of notes (4,000,000) — (4,000,000) Amortization of debt discount — 689,100 689,100 Loss on extinguishment of debt — 689,100 689,100 Balance, September 30, 2023 $ 100,000 $ — $ 100,000 During the nine months ended September 30, 2022, the Company converted an aggregate of $888,930 in outstanding principal into 350 shares of common stock. During the nine months ended September 30, 2023 and 2022, the Company amortized $689,100 and $1,792,060, respectively of debt discount to interest expense pertaining to convertible notes. In January 2023, the Company issued 110,000 shares of common stock at a fair value of $322,300 to a former convertible noteholder pursuant to default provisions. The amount was included in interest expense in the consolidated statements of operations. Loan Payable — PPP and SBA Loan As of both September 30, 2023 and December 31, 2022, Bailey had an outstanding PPP Loan balance of $933,295 and matures in 2026. Merchant Advances In 2022, the Company obtained several merchant advances. These advances are, for the most part, secured by expected future sales transactions of the Company with expected payments on a weekly basis. As of December 31, 2022, $896,334 remained outstanding. During the nine months ended September 30, 2023, the Company received additional proceeds totaling $2,880,238 and made repayments totaling $3,338,572. As of September 30, 2023, the remaining principal outstanding was $438,000. In connection with these advances, the Company granted 6,095 warrants to purchase common stock at an exercise price of $131.25 to the lender in connection with its merchant advances. In 2023, the Company obtained merchant advances totaling $902,051 from Shopify Capital and another lender, and made repayments totaling $395,323. As of September 30, 2023, the remaining principal outstanding was $506,728. These advances are, for the most part, secured by expected future sales transactions of the Company with expected payments on a daily basis. Promissory Note Payable As of September 30, 2023 and December 31, 2022, the outstanding principal on the note to the sellers of Bailey was $3,500,000. The maturity date was December 31, 2022. On July 5, 2023, the parties agreed to extend the maturity date to June 30, 2024. Interest expense was $105,000 and $105,000 for the three months ended September 30, 2023 and 2022 and $315,000 and $315,000 for the nine months ended September 30, 2023 and 2022, all respectively, which was accrued and unpaid as of September 30, 2023. The Company issued a promissory note in the principal amount of $5,500,000 to the Sundry Holders pursuant to the Sundry acquisition. The note bears interest at 8% per annum and matures on February 15, 2023. In February 2023, the parties verbally agreed to extend the maturity date to December 31, 2023. Interest expense was $149,177 and $259,177 for the three and six months ended June 30, 2023, respectively. On June 21, 2023, the Company and the Sundry Holders executed a Securities Purchase Agreement (the “Sundry SPA”) whereby the Company issued 5,761 shares of Series C Convertible Preferred Stock to the Sundry Holders for $1,000 per share (see Note 7). The shares were issued pursuant to the cancellation of the Sundry Holders’ entire principal amount of $5,500,000 and accrued interest of $259,177. In March 2023, the Company and various purchasers executed a Securities Purchase Agreement (“March 2023 Notes”) whereby the investors purchased from the Company promissory notes in the aggregate principal amount of $2,458,750, consisting of original issue discount of $608,750. The Company received net proceeds of $1,850,000 after additional fees. The March 2023 Notes are due and payable on September 30, 2023 (the “Maturity Date”). The Company will also have the option to prepay the Notes with no penalties at any time prior to the Maturity Date. If the Company completes a debt or equity financing of less than $7,500,000, the Company is required to repay 50% of the remaining balance of the March 2023 Notes. Following such 50% repayment, the Company must also use any proceeds from any subsequent debt or equity financing to repay the March 2023 Notes. Upon the closing of any debt or equity financing of $7,500,000 or greater, the Company is required to repay 100% of the Notes with no penalties. There is no additional interest after the 20% original interest discount. Upon the Company’s equity financing in September 2023, the Company repaid an aggregate $1,059,732 in principal to the respective noteholders. The Company recognized a debt discount of $608,750, which was fully amortized through September 30, 2023. This note is currently in default, however the parties are currently working on an extension to the Maturity Date. The following is a summary of promissory notes payable, net: September 30, December 31, 2023 2022 Bailey Note $ 3,500,000 $ 3,500,000 Sundry Note — 5,500,000 March 2023 Notes - principal 1,399,018 — Promissory note payable, net $ 4,899,018 $ 9,000,000 |