Convertible Debt and Derivative Liability | Note 5 – Convertible Debt and Derivative Liability Convertible Debt I Between August and December 2021, the Company executed twelve convertible promissory notes (“Notes I”) for $ 527,650 July 31, 2022 1% 70% Jupiter Neurosciences, Inc. Notes to Financial Statements September 30, 2024 Note 5 – Convertible Debt and Derivative Liability, continued Convertible Debt I, continued At the time of execution, the Company recorded a debt discount of $ 257,650 July 31, 2022 January 31, 2023 5% 23,072 December 31, 2023 10% See Note 9 – Subsequent events – Convertible Debt I for the subsequent conversion of the Note I upon the closing of the offering. Senior Secured Note – Formerly Known as the Convertible Debt I The Note - 1,000,000 22,667 10% 1,111,111 514,403 The Company will have the right at any time to redeem in cash all or a portion of Note II at 120% (or 125% on or after the first six months from the closing) of the principal amount thereof plus any unpaid accrued interest to the date of repayment. Pursuant to the terms of the securities purchase agreement, the Company received aggregate gross proceeds of $ 1,000,000 22,667 10 1,111,111 514,403 Upon an Event of Default (as defined therein) interest shall accrue at 1 1/2% per month and the 125% of principal and interest through maturity shall be due and payable. On October 10, 2022, Note II was amended to postpone the commencement of the principal payments from October 11, 2022 to November 11, 2022. As consideration for the amendment, an additional 42,867 th 514,403 On November 10, 2022, Note II was amended to postpone the commencement of the principle from November 11, 2022 to February 11, 2023 and payable in three monthly installments. An additional 128,599 th 514,403 Jupiter Neurosciences, Inc. Notes to Financial Statements September 30, 2024 Note 5 – Convertible Debt and Derivative Liability, continued Senior Secured Note – Formerly Known as the Convertible Debt II, continued On February 6, 2023, Note II was amended to postpone the commencement of the principle to February 28, 2023. On March 6, 2023, Note II was amended to postpone the commencement of the principal from February 11, 2023 to May 31, 2023. The Company and the noteholder agreed to a repayment plan on past due interest. In addition, the Company agreed to prepay in cash the aggregate principal amount of the Note II of 120% (or 137.5% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of the Company and its subsidiaries, upon the Change of Control, or on a Qualified Offering. Upon default of Note II, the Company agrees to pay 137.5% of the outstanding note principal, and accrued interest through maturity and all liquidation damages. As a result of the material modification, the incremental fair value of the modified derivative was classified as a debt extinguishment. 670,419 On September 22, 2023, Note II was amended to postpone the commencement of the principle to December 31, 2023. The Company and the noteholder agreed to a repayment plan on past due interest. In addition, the Company agreed to prepay in cash the aggregate principal amount of the Note II of 120% (or 150% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of the Company and its subsidiaries, upon the Change of Control, or on a Qualified Offering. Upon default of Note II, the Company agrees to pay 150% of the outstanding note principal and accrued interest through maturity and all liquidation damages. In addition, upon closing the Note Holder will receive 175% stock coverage. As a result of the material modification, the incremental fair value of the modified derivative was classified as a debt extinguishment. 217,527 On April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,867 3% 266,667 1,377,778 10% 951,868 407,494 On August 8, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior Secured Note to October 11, 2024. See Note 9 – Subsequent Events – Senior Secured Note – Formerly Known as the Convertible Debt II for the subsequent extension and repayment of the Senior Secured Note. Ancillary Agreements Jupiter Neurosciences, Inc. Notes to Financial Statements September 30, 2024 Note 5 – Convertible Debt and Derivative Liability, continued Convertible Debt III On March 1, 2023, the Company issued a convertible promissory note (the “Note III”) with a principal amount of $ 150,000 February 28, 2026 5% 5,000,000 70% 70% During the three months ended September 30, 2024 and 2023, $ 96,924 36,546 186,906 107,214 649,375 1,745,472 28,275 43,288 1,377,778 See Note 9 – Subsequent Events – Convertible Debt III for the subsequent repayment of the Note III. Derivative Liability Pursuant to Convertible Debt In connection with the issuance of the Notes, the Company determined that the terms of Notes contain an embedded conversion option to be accounted for as a derivative liability due to the Holder having the potential to gain value upon IPO. Accordingly, under the provisions of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock In connection with the issuance of Notes I, on the initial measurement date of September 2021, the fair value of the embedded conversion option of $ 257,650 In connection with the issuance of Note II, on the initial measurement date of April 2022, the fair value of the embedded conversion option of $ 346,000 34,000 421,111 10% 111,111 514,403 310,000 Jupiter Neurosciences, Inc. Notes to Financial Statements September 30, 2024 Note 5 – Convertible Debt and Derivative Liability, continued Derivative Liability Pursuant to Convertible Debt, continued During the three and nine months ended September 30, 2023, the derivative liabilities were revalued, and a $ 217,527 887,946 During the three and six months ended September 30, 2024, the derivative liability was revalued, and a $ 0 951,868 The Company also recorded a $ 9,885 (34,086) (53,257) 15,458 The fair value of the derivative liability of Notes I, Note II and Note III was estimated using the Monte Carlo Valuation model at issuance and each reporting period with the following assumptions: Schedule of Fair Value Derivative Liability NOTE III NOTES I, II & III NOTES I, II & III March 1, 2023 (Issuance) December 31, 2023 September 30, 2024 Dividend Rate - - - Term 0.25 0.25 0.13 Volatility 90 % 90 % 90 % Risk-free rate N/A 4.70 % 5.00 % Probability of IPO 60 % 60 % 60 % Derivative liability, measurement input 60 % 60 % 60 % A summary of activity of the derivative liability pertaining to the Notes is presented below: Schedule of Derivative Liability Derivative Liability Balance at December 31, 2022 $ 710,599 Fair value at issuance March 1, 2023 55,604 Fair value on date of amendment, net 887,946 Fair value change (148,751 ) Balance at December 31, 2023 $ 1,505,398 Derivative liability Beginning Balance $ 1,505,398 Fair value change 53,257 Extinguishment of derivative liability - Note II (1,359,362 ) Fair value at issuance on April 29, 2024 - Senior Secured Note 407,494 Fair value at issuance 407,494 Balance at September 30, 2024 $ 606,787 Derivative liability Ending Balance $ 606,787 Jupiter Neurosciences, Inc. Notes to Financial Statements September 30, 2024 |