AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS | NOTE 11 – AMOUNTS DUE TO RELATED PARTY AND RELATED PARTY TRANSACTIONS Amounts due to related parties as of June 30, 2024 and December 31, 2023 were comprised of the following: June 30, December 31, 2024 2023 Note Payable to Dr. Michael Dent, March 2023 $ — $ 12,601 Note Payable to Dr. Michael Dent, June 2023 — 26,875 Note Payable to Dr. Michael Dent, December 2023 — 166,500 Convertible Note Payable I to Dr. Michael Dent, March 2024 150,000 — Convertible Note Payable II to Dr. Michael Dent, March 2024 ** 392,733 — Convertible Note Payable III to Dr. Michael Dent, March 2024 ** 183,994 — Convertible Note Payable IV to Dr. Michael Dent, April 2024 150,000 — Convertible Note Payable V to Dr. Michael Dent, April 2024 50,000 — Convertible Note Payable VI to Dr. Michael Dent, June 2024 1,000,000 — Face value of notes payable to related party 1,926,727 205,976 Less: unamortized discounts (760,397 ) (34,834 ) Notes payable to related party, total 1,166,330 171,142 Plus deferred compensation payable to Dr. Michael Dent 300,600 300,600 Total due to related party $ 1,466,930 $ 471,742 ** - denotes note payable carried at fair value Notes Payable to Dr. Michael Dent On November 8, 2022, the Company entered into a Merchant Cash Advance Factoring Agreement with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of $150,000 (the “November MCA”). The Company was required to repay the November MCA at the rate of $3,750 per week until the balance of $195,000 was repaid, which was scheduled for November 2023. At inception, the Company recognized a note payable in the amount of $195,000 and a discount against the note payable of $45,000. The discount was being amortized over the life of the November MCA. The Company made payments totaling $-0- and $67,500 in the three months ended June 30, 2024 and 2023, respectively, and $-0- and $101,250 in the six months ended June 30, 2024 and 2023, respectively. Amortization of debt discount was $-0- and $11,219 in the three months ended June 30, 2024 and 2023, respectively, and $-0- and $22,438 in the six months ended June 30, 2024 and 2023, respectively. The November MCA was repaid in full during the fourth quarter of 2023. As of June 30, 2024 and December 31, 2023, remaining payments were $-0- and $-0-, respectively, and the net carrying value was $-0- and $-0-, respectively. On December 13, 2022, the Company entered into a Merchant Cash Advance Factoring Agreement with a trust controlled by Dr. Dent, pursuant to which the Company received an advance of $110,000 (the “December MCA”). The Company was required to repay the December MCA at the rate of $2,750 per week until the balance of $143,000 was repaid, which was scheduled for December 2023. In connection with the December MCA, the Company issued 3,142,857 three-year warrants to the holder with an exercise price of $0.035. The fair value of the warrants was $63,420. At inception, the Company recognized a note payable in the amount of $143,000 and a discount against the note payable of $68,281 for the allocated fair value of the original issue discounts and warrants. The discount was being amortized over the life of the December MCA. The Company made payments totaling $-0- and $49,500 in the three months ended June 30, 2024 and 2023, respectively, and $-0- and $74,250 in the six months ended June 30, 2024 and 2023, respectively. Amortization of debt discount was $-0- and $17,071 in the three months ended June 30, 2024 and 2023, respectively, and $-0- and $34,141 in the six months ended June 30, 2024 and 2023, respectively. The December MCA was repaid in full during the fourth quarter of 2023. As of June 30, 2024 and December 31, 2023, remaining payments were $-0- and $-0-, respectively, and the net carrying value was $-0- and $-0-, respectively. On January 5, 2023, the Company issued an unsecured promissory note to Dr. Dent with a face value of $10,000 (the “$10k Dent Note”). The $10k Dent Note bore interest at a rate of 15% per annum and was scheduled to mature six months from issuance. In connection with the $10k Dent Note, the Company issued 96,154 five-year warrants to the holder with an exercise price of $0.104. The fair value of the warrants was $6,843. At inception, the Company recognized a note payable in the amount of $10,000 and a discount against the note payable of $3,851 for the allocated fair value of the warrants. The discount was to be amortized over the life of the $10k Dent Note. The $10k Dent Note was repaid in full during January 2023. Amortization of debt discount and interest expense prior to repayment were $269 and $53, respectively, in the three and six months ended June 30, 2023. In connection with the repayment, the Company recognized a loss on extinguishment of debt of $-0- and $3,582 in the three and six months ended June 30, 2023, respectively. On January 13, 2023, the Company issued an unsecured promissory note to Dr. Dent with a face value of $161,000 (the “January 2023 Dent Note”). Net proceeds were $160,000, taking into account the original issue discount of $1,000. The January 2023 Dent Note bore interest at a rate of 15% per annum and was scheduled to mature six months from issuance. In connection with the January 2023 Dent Note, the Company issued 860,215 three-year warrants to Dr. Dent with an exercise price of $0.093. The fair value of the warrants was $56,123. At inception, the Company recognized a note payable in the amount of $161,000 and a discount against the note payable of $42,553 for the allocated fair value of the original issue discount and warrants. The discount was to be amortized over the life of the January 2023 Dent Note. The January 2023 Dent Note was repaid in full during January 2023. Amortization of debt discount and interest expense prior to repayment were $1,373 and $397, respectively, in the six months ended June 30, 2023. In connection with the repayment, the Company recognized a loss on extinguishment of debt of $41,181 in the six months ended June 30, 2023. On February 14, 2023, the Company issued an unsecured promissory note to Dr. Dent with a face value of $186,000 (the “February 2023 Dent Note”). Net proceeds were $185,000 after an original issue discount of $1,000. The February 2023 Dent Note bore interest at a rate of 15% per annum and matured six months from issuance. In connection with the February 2023 Dent Note, the Company issued 685,185 three-year warrants to Dr. Dent with an exercise price of $0.135. The fair value of the warrants was $66,136. At inception, the Company recognized a note payable in the amount of $186,000 and a discount against the note payable of $50,989 for the allocated fair value of the original issue discounts and warrants. The discount was amortized over the life of the February 2023 Dent Note. The February 2023 Dent Note was repaid in full during August 2023. No payments were made on the February 2023 Dent Note in the three or six months ended June 30, 2024 or 2023. Amortization of debt discount was $-0- and $25,494 in the three months ended June 30, 2024 and 2023, respectively, and $-0- and $38,241 in the six months ended June 30, 2024 and 2023. On March 14, 2023, the Company issued a promissory note payable to a trust controlled by Dr. Dent with a stated principal amount of $112,510 and prepaid interest of $13,501 for total scheduled repayments of $126,011 (the “March 2023 Dent Note”). The March 2023 Dent Note had an original issue discount of $12,510, resulting in net proceeds to the Company of $100,000. At inception, the Company recognized a note payable in the amount of $126,011 and a discount against the note payable of $26,011. The March 2023 Dent Note did not bear interest in excess of the prepaid interest and original issue discount and matured on March 14, 2024. The Company was required to make 10 monthly payments of $12,601 starting April 30, 2023. At inception, the Company recorded a discount against the note of $26,011, representing the difference between the total required repayments and the net proceeds received, which was amortized over the repayment period. The March 2023 Dent Note gave the holder a conversion right at a 15% discount to the market price of the Company’s common stock in the event of default. The Company determined that the fair value of the contingent conversion option was immaterial and therefore did not allocate any value related to the option to the proceeds received. The Company made payments totaling $-0- and $25,202 in the three months ended June 30, 2024 and 2023, respectively, and $-0- and $25,202 in the six months ended June 30, 2024 and 2023. Amortization of debt discount was $2,504 and $7,351 in the three months ended June 30, 2024 and 2023, respectively, and $2,504 and $8,643 in the six months ended June 30, 2024 and 2023 respectively. The March 2023 Dent Note was repaid in January 2024. On April 13, 2023, the Company issued an unsecured promissory note to Dr. Michael Dent with a face value of $100,000 (the “April 2023 Dent Note”). Net proceeds were $100,000. The April 2023 Dent Note bore a fixed interest charge of $15,000 (15% per annum) and had an original maturity date of May 12, 2023. At inception, the Company recorded a discount against the note of $15,000, representing the difference between the total required repayments and the net proceeds received. Amortization of the debt discount was $15,000 in the three and six months ended June 30, 2023. On May 12, 2023, the Company issued 654,450 five-year warrants with an exercise price of $0.0764 to Dr. Michael Dent in exchange for extending the maturity date of the April 2023 Dent Note until June 30, 2023. The April 2023 Dent Note was repaid in full on June 29, 2023. In connection with the extension and repayment, the Company recognized a loss on extinguishment of debt of $31,621 in the three and six months ended June 30, 2023. On April 27, 2023, the Company issued an unsecured promissory note to George O’Leary, its Chief Financial Officer, with a face value of $35,000 (the “April 2023 O’Leary Note”). Net proceeds were $35,000. The April 2023 O’Leary Note bore a fixed interest charge of $5,250 (15% per annum) and was scheduled to mature May 25, 2023. At inception, the Company recorded a discount against the note of $5,250, representing the difference between the total required repayments and the net proceeds received. Amortization of the debt discount was $5,250 in the three and six months ended June 30, 2023. On June 2, 2023, the Company issued 261,194 five-year warrants with an exercise price of $0.067 to Mr. O’Leary in exchange for extending the maturity date of the April 2023 O’Leary Note until July 13, 2023. The April 2023 O’Leary Note was repaid in full on June 15, 2023. In connection with the extension and repayment, the Company recognized a loss on extinguishment of debt of $12,549 in the three and six months ended June 30, 2023. On June 8, 2023, the Company issued an unsecured promissory note to Dr. Michael Dent with a face value of $30,000 (the “June 2023 Dent Note I”). Net proceeds were $30,000. The June 2023 Dent Note I bore a fixed interest charge of $4,500 (15% per annum) and had an original maturity date of June 30, 2023. At inception, the Company recorded a discount against the note of $4,500, representing the difference between the total required repayments and the net proceeds received. Amortization of the debt discount was $4,500 in the three and six months ended June 30, 2023. The June 2023 Dent Note was repaid in full on June 29, 2023. On June 26, 2023, the Company issued an unsecured promissory note to Dr. Michael Dent with a face value of $25,000 (the “June 2023 Dent Note II”). The June 2023 Dent Note II bore a fixed interest charge of $1,875 (15% per annum) and matured on December 26, 2023. At inception, the Company recorded a note payable in the amount of $26,875 and a discount against the note of $1,875. Amortization of debt discount was $-0- and $41 in the three months ended June 30, 2024 and 2023, respectively, and $-0- and $41 in the six months ended June 30, 2024 and 2023, respectively. The June 2023 Dent Note was repaid in full in January 2024. On December 1, 2023, the Company issued an unsecured promissory note to a trust controlled by Dr. Dent with a face value of $150,000 (the “December 2023 Dent Note”). The December 2023 Dent Note bore a fixed interest charge of $15,000 (10% per annum) and $1,500 in fixed fees and matured on February 28, 2024. The Company received net proceeds of $150,000. In connection with the note, the Company issued 1,500,000 five-year warrants to the holder with an exercise price of $0.06. The fair value of the warrants was $32,269. At inception, the Company recorded a note payable in the amount of $166,500 and a discount against the note payable of $48,769 for the allocated fair value of the original issue discount and warrants. The Company made no payments in the three or six months ended June 30, 2024 or 2023. Amortization of debt discount was $-0- and $-0- in the three months ended June 30, 2024 and 2023, respectively, and $32,330 and $-0- in the six months ended June 30, 2024 and 2023, respectively. On March 27, 2024, the December 2023 Dent Note was refinanced and replaced with the March 2024 Dent Note III as described below. No loss on extinguishment of debt was recognized in the six months ended June 30, 2024 because the discount was fully amortized at the time of the refinancing. On March 27, 2024, the Company issued to a trust controlled by Dr. Michael Dent three separate notes payable as follows: (1) a note payable with a principal of $350,000, an interest rate of 12% per annum, and a maturity date of June 27, 2024 (the “March 2024 Dent Note I”), (2) a note payable with a principal of $150,000, an interest rate of 12% per annum, and a maturity date of August 24, 2024 (the “March 2024 Dent Note II”), and (3) a note payable with a principal of $166,500, an interest rate of 12% per annum, and a maturity date of August 28, 2024 (the “March 2024 Dent Note III”, and collectively, the “March 2024 Dent Notes”). The full amount of principal and accrued interest on each of the March 2024 Dent Notes is due at the respective maturity date of each note. Each of the March 2024 Dent Notes is convertible at any time at the holder’s option into shares of Company common stock at a fixed conversion price of $0.0573 per share. In connection with the issuance of the March 2024 Dent Notes, the Company also issued to the holder a ten-year warrant to purchase 6,660,000 shares of the Company’s common stock at an exercise price of $0.06 per share (the “March 2024 Warrant”). The fair value of the March 2024 Warrant was $254,345. Net proceeds from the March 2024 Dent Note I were $350,000. At inception, the Company recorded a discount of $203,588, representing the allocated fair value of the beneficial conversion feature (“BCF”) and the portion of the fair value of the March 2024 Warrant allocated to the March 2024 Dent Note I. The discount was being amortized over the original life of the note. Amortization of debt discount was $194,736 and $-0- in the three months ended June 30, 2024 and 2023, respectively, and $203,588 and $-0- in the six months ended June 30, 2024 and 2023, respectively. The Company made no payments against the March 2024 Dent Note II in the three or six months ended June 30, 2024 or 2023. On June 27, 2024, the maturity date on the March 2024 Dent Note I was extended until December 27, 2024 in exchange for a ten-year warrant to purchase 393,750 shares of the Company’s common stock at an exercise price of $0.081 per share. Because the discounted cash flows from the note before and after the extension were determined to be substantially different, the extension was treated as an extinguishment and reissuance. In connection with the extension, the Company recognized a loss on extinguishment of debt of $65,936 in the three and six months ended June 30, 2024 and the March 2024 Dent Note I was recorded at its fair value of $405,006. The Company recognized a gain on change in fair value of debt in the amount of $12,273 in the three and six months ended June 30, 2024 related to the change in fair value of the March 2024 Dent Note I between June 27 and June 30, 2024. The fair value and carrying value of the March 2024 Dent Note I as of June 30, 2024 was $392,733. The March 2024 Dent Note I will continue to be revalued at future period ends. Net proceeds from the March 2024 Dent Note II were $150,000. At inception, the Company recorded a discount of $89,222, representing the allocated fair value of the BCF and the portion of the fair value of the March 2024 Warrant allocated to the March 2024 Dent Note II. The discount is being amortized over the life of the note. Amortization of debt discount was $54,128 and $-0- in the three months ended June 30, 2024 and 2023, respectively, and $56,508 and $-0- in the six months ended June 30, 2024 and 2023, respectively. The Company made no payments against the March 2024 Dent Note II in the three or six months ended June 30, 2024 or 2023. As of June 30, 2024 and December 31, 2023, remaining principal payments were $150,000 and $-0-, respectively, the net carrying value was $117,285 and $-0-, respectively. The March 2024 Dent Note III refinanced the previously issued December 2023 Dent Note in the same principal amount of $166,500. Because the two notes were determined to be substantially different, the issuance of the March 2024 Dent Note III and repayment of the December 2023 Dent Note was treated as an extinguishment and reissuance. Accordingly, the Company recognized a loss on debt extinguishment of $-0- and $96,660 in the three and six months ended June 30, 2024, respectively. The loss on debt extinguishment in the six month period was comprised of $63,539 for the portion of the fair value of the March 2024 Warrant allocated to the March 2024 Dent Note III and $33,121 for the excess of the fair value of the March 2024 Dent Note III over the carrying value of the refinanced December 2023 Dent Note. The Company recognized a gain on change in fair value of debt in the amount of $15,627 in the three and six months ended June 30, 2024 related to the change in fair value of the March 2024 Dent Note III between March 31 and June 30, 2024. The fair value and carrying value of the March 2024 Dent Note III as of June 30, 2024 was $183,994. The March 2024 Dent Note I will continue to be revalued at future period ends. On April 10, 2024, the Company issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $150,000, an interest rate of 12% per annum, and a maturity date of October 10, 2024 (the “April 2024 Dent Note I”). The April 2024 Dent Note I is convertible at any time at the holder’s option into shares of the Company common stock at a fixed conversion price of $0.0577 per share. The Company received net proceeds of $150,000. At inception, the Company recorded a note payable in the amount of $150,000 with no related discounts. No payments were made on the April 2024 Dent Note I in the three or six months ended June 30, 2024 or 2023. On April 18, 2024, the Company issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $50,000, an interest rate of 12% per annum, and a maturity date of October 18, 2024 (the “April 2024 Dent Note II”). The April 2024 Dent Note II is convertible at any time at the holder’s option into shares of the Company common stock at a fixed conversion price of $0.05 per share. The Company received net proceeds of $50,000. At inception, the Company recorded a note payable in the amount of $50,000 with no related discounts. No payments were made on the April 2024 Dent Note II in the three or six months ended June 30, 2024 or 2023. On June 3, 2024, the Company issued to a trust controlled by Dr. Michael Dent a convertible note payable with a principal of $1,000,000, an interest rate of 12% per annum, and a maturity date of June 3, 2025 (the “June 2024 Dent Note”). The June 2024 Dent Note is convertible at any time at the holder’s option into shares of the Company common stock at a fixed conversion price of $0.0497 per share. The Company received net proceeds of $950,000 after original issue discount. In connection with the June 2024 Dent Note, the Company issued 10,000,000 ten-year warrants to the holder with an exercise price of $0.0497. The fair value of the warrants was $333,111. The fair value of the embedded BCF was $392,905. At inception, the Company recorded a note payable in the amount of $1,000,000 and a discount against the note payable of $785,811 for the allocated fair value of the BCF, original issue discount and warrants. The Company made no payments in the three or six months ended June 30, 2024 or 2023. Amortization of debt discount was $58,128 and $-0- in the three months ended June 30, 2024 and 2023, respectively, and $58,128 and $-0- in the six months ended June 30, 2024 and 2023, respectively. Interest accrued on notes and convertible notes payable to related parties as of June 30, 2024 and December 31, 2023 was $21,213 and $7,456, respectively. Interest expense on notes and convertible notes payable to related parties was $28,597 and $35,306 in the three months ended June 30, 2024 and 2023, respectively, and $24,549 and $40,196 in the six months ended June 30, 2024 and 2023, respectively. Deferred Compensation Payable to Dr. Michael Dent There was no activity related to deferred compensation payable to Dr. Michael Dent and therefore, as of June 30, 2024 and December 31, 2023, the balance was $300,600 and $300,600, respectively. Other Related Transactions Our outside directors each receive compensation equal to $20,000 in shares of restricted stock per annum. As of June 30, 2024 and December 31, 2023, the Company had 1,224,492 and 408,164 shares, respectively, issuable to our directors under such compensation arrangements. Consulting fees paid by the Company to Dr. Dent’s spouse were $33,462 and $22,308 in the three months ended June 30, 2024 and 2023, respectively, and $72,500 and $50,192 in the six months ended June 30, 2024 and 2023, respectively. |