SENIOR SECURED CONVERTIBLE CREDIT FACILITY | 10. NOTES PAYABLE Refer to the 2022 Form 10-K for complete disclosure of current terms of notes payable included in the footnotes of the annual financial statements as of June 25, 2022. There were no amendments during the six months ended December 24, 2022 As of December 24, 2022 and June 25, 2022, notes payable consist of the following: December 24, June 25, Financing liability incurred on various dates between January 2019 through September 2019 with implied interest rates ranging from 0.7% to 17.0% per annum. $ 72,300,000 $ 72,300,000 Non-revolving, senior secured term notes dated between October 1, 2018 and October 30, 2020, issued to accredited investors, which mature on August 1, 2022 and July 31, 2022, and bear interest at a rate of 15.5% and 18.0% per annum. 66,169,035 97,162,001 Promissory notes dated November 7, 2018, issued to Lessor for tenant improvements as part of sales and leaseback transactions, which mature on November 7, 2028, bear interest at a rate of 10% per annum and require minimum monthly payments of $15,660 and $18,471. 2,057,207 2,057,207 Other 15,691 15,691 Total Notes Payable 140,541,933 171,534,899 Less Unamortized Debt Issuance Costs and Loan Origination Fees (137,478) (158,079) Net Amount 140,404,455 171,376,820 Less Current Portion of Notes Payable (66,294,249) (97,003,922) Notes Payable, Net of Current Portion $ 74,110,206 $ 74,372,898 A reconciliation of the beginning and ending balances of notes payable for the six months ended December 24, 2022 is as follows: December 24, Balance at Beginning of Period $ 171,376,820 Paid-In-Kind Interest Capitalized 1,257,988 Cash Payments (32,388,433) Accretion of Debt Discount (239,953) Accretion of Debt Discount Included in Discontinued Operations 398,032 Balance at End of Period $ 140,404,454 Less Current Portion of Notes Payable $ (66,294,249) Notes Payable, Net of Current Portion $ 74,110,205 Non-Revolving Senior Secured Term Loan Facility In February 2022, the Company executed the Sixth Modification extending the maturity date of the senior secured term loan facility (the “Facility”) with Hankey Capital and Stable Road Capital (the “Lenders”) to July 31, 2022 with respect to the Facility, and August 1, 2022 with respect to the incremental term loans (collectively, the “Term Loans”). The Sixth Modification required that the Company make a mandatory prepayment of at least $37,500,000 in the event the sale of certain assets and imposed covenants in regard to strategic actions the Company would have to implement if unable to pay the Term Loans by the extended stated maturity date. During the six months ended December 24, 2022, in connection with the sale of the Company’s Florida-based operations, the Company made a principal repayment of $31,600,000 with proceeds from the sale. An additional $ 8,500,000 principal repayment will be made in 2023 upon receipt of the final installment payment from the sale of the Company’s Florida-based operations. The Facility and Term Loans remain in default as of December 24, 2022 as the principal balance matured on July 31, 2022 and August 1, 2022, respectively. Beginning in December 2022, the interest assessed on the Facility and Term Loans include a default interest rate of 5%. As of December 24, 2022, the Company is in ongoing discussions with the Lenders. 11. SENIOR SECURED CONVERTIBLE CREDIT FACILITY Refer to the 2022 Form 10-K for complete disclosure of current terms of the senior secured convertible facility included in the footnotes of the annual financial statements as of June 25, 2022. There were no amendments during the three months ended December 24, 2022. As of December 24, 2022 and June 25, 2022, senior secured convertible credit facility consists of the following: Tranche December 24, June 25, 2022 Senior secured convertible notes dated August 17, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 1A $ 23,944,485 $ 22,880,556 Senior secured convertible notes dated May 22, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 1B 103,124,572 98,542,422 Senior secured convertible notes dated July 12, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 2 33,534,018 32,043,996 Senior secured convertible notes dated November 27, 2019, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 3 12,985,058 12,408,091 Senior secured convertible notes dated March 27, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. 4 15,273,641 14,594,985 Amendment fee converted to senior secured convertible notes dated October 29, 2019, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. — 24,512,781 23,424,438 Senior secured convertible notes dated April 24, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. IA-1 3,428,182 3,275,857 Senior secured convertible notes dated September 14, 2020, issued to accredited investors, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. IA-2 6,629,552 6,334,980 Restatement fee issued in senior secured convertible notes dated March 27, 2020, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. — 10,348,746 9,888,919 Second restatement fee issued in senior secured convertible notes dated July 2, 2020, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. — 2,292,231 2,190,380 Third restatement fee issued in senior secured convertible notes dated January 11, 2021, which mature on August 17, 2028 and bear interest at LIBOR plus 6.0% per annum. — 12,893,031 12,320,154 Total Drawn on Senior Secured Convertible Credit Facility 248,966,298 237,904,778 Less Unamortized Debt Discount (102,773,249) (105,899,115) Senior Secured Convertible Credit Facility, Net $ 146,193,049 $ 132,005,663 A reconciliation of the beginning and ending balances of senior secured convertible credit facility for the six months ended December 24, 2022 is as follows: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Incremental Advance Incremental Advance 3rd Advance Amendment Restatement Fee Notes 2nd Restatement Fee TOTAL Balance as of June 25, 2022 $ 80,178,586 $ — $ 21,218,356 $ — $ 8,217,079 $ — $ 1,051,827 $ — $ 224,585 $ — $ 433,598 $ — $ 842,981 $ — $ 15,512,409 $ 2,211,711 $ 2,114,531 $ — $ 132,005,663 $ — Paid-In-Kind Interest Capitalized 5,646,079 1,490,022 576,967 678,656 152,325 294,572 572,878 1,088,344 459,827 101,851 11,061,521 Accretion of Debt Discount 1,954,788 514,561 199,249 — — — — 376,148 73,578 7,541 3,125,865 Balance as of December 24, 2022 $ 87,779,453 $ 23,222,939 $ 8,993,295 $ 1,730,483 $ 376,910 $ 728,170 $ 1,415,859 $ 16,976,901 $ 2,745,116 $ — $ 2,223,923 $ 146,193,049 |