Note 13. SENIOR SECURED CONVERTIBLE CREDIT FACILITY | 13. SENIOR SECURED CONVERTIBLE CREDIT FACILITY As of March 27, 2021 and June 27, 2020, senior secured convertible credit facility consists of the following: March 27, June 27, Tranche 2021 2020 Senior secured convertible notes dated April 23, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1A $ 20,674,403 $ 21,660,583 Senior secured convertible notes dated May 22, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 1B 89,039,556 86,053,316 Senior secured convertible notes dated July 12, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 2 28,953,899 26,570,948 Senior secured convertible notes dated November 27, 2019, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 3 11,211,533 10,288,815 Senior secured convertible notes dated March 27, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. 4 13,609,724 12,500,000 Amendment fee converted to senior secured convertible notes dated October 29, 2019, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 21,165,550 19,423,593 Senior secured convertible notes dated April 24, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. IA-1 2,959,951 2,734,282 Senior secured convertible notes dated September 14, 2020, issued to accredited investors, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. IA-2 5,724,068 - Restatement fee issued in senior secured convertible notes dated March 27, 2020, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 8,513,121 8,199,863 Second restatement fee issued in senior secured convertible notes dated July 2, 2020, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 1,979,156 - Third restatement fee issued in senior secured convertible notes dated January 11, 2021, which mature on April 23, 2022 and bear interest at LIBOR plus 6.0% per annum. - 11,131,939 - Total Drawn on Senior Secured Convertible Credit Facility 214,962,900 187,431,400 Less Unamortized Debt Discount (57,897,490 ) (21,062,937 ) Senior Secured Convertible Credit Facility, Net $ 157,065,410 $ 166,368,463 A reconciliation of the beginning and ending balances of senior secured convertible credit facility for the nine months ended March 27, 2021 is as follows: Tranche 1 Tranche 2 Tranche 3 Tranche 4 Incremental Advance - 1 Incremental Advance - 2 3rd Advance Amendment Restatement Fee Notes 2nd Restatement Fee Notes TOTAL Balance as of June 27, 2020 $ 102,833,447 $ 25,352,687 $ 9,680,433 $ 286,691 $ 2,168,540 $ - $ - $ 18,964,600 $ 7,082,065 $ - 166,368,463 Cash Additions - - - - - 5,420,564 10,937,127 - - - 16,357,691 Repayments (8,000,000 ) - - - - - - - - - (8,000,000 ) Principal Reallocation 585,058 (3,276 ) (1,277 ) (404,451 ) (340 ) (589 ) - (2,395 ) (24,084 ) (148,646 ) - Fees Capitalized to Debt Related to - - - - - (468,564 ) (937,127 ) - - - (1,405,691 ) Paid-In-Kind Interest Capitalized 9,396,021 2,386,229 923,996 1,115,478 226,009 303,299 194,812 1,744,352 736,039 127,802 17,154,037 Net Effect on Debt from Extinguishment 4,812,996 962,750 497,175 2,167,870 (453,979 ) - - 455,792 630,758 2,000,000 11,073,362 Equity Component Debt - New (23,562,662 ) (6,147,968 ) (2,480,673 ) (2,839,499 ) (1,296,844 ) (3,239,507 ) (7,694,405 ) (4,337,438 ) (4,551,977 ) - (56,150,973 ) Cash Paid for Debt Issuance Costs - - - - - (175,000 ) (200,000 ) - - - (375,000 ) Amortization of Debt Discounts 5,394,019 1,282,359 531,455 1,057,893 414,622 726,545 565,258 971,013 1,099,158 1,198 12,043,520 Balance as of March 27, 2021 $ 91,458,879 $ 23,832,781 $ 9,151,109 $ 1,383,982 $ 1,058,008 $ 2,566,748 $ 2,865,665 $ 17,795,924 $ 4,971,959 $ 1,980,354 $ 157,065,410 On July 2, 2020, the Company amended and restated the securities purchase agreement with Gotham Green Partners (“GGP”) under the senior secured convertible credit facility (the “Convertible Facility”) (the “Fourth Amendment”) wherein the minimum liquidity covenant was waived until September 30, 2020 and resetting at $5,000,000 thereafter with incremental increases on March 31, 2021 and December 31, 2021. The payment-in-kind feature on the Convertible Facility was also extended, such that 100% of the cash interest due prior to June 2021 will be paid-in-kind and 50% of the cash interest due thereafter will be paid-in-kind. The Fourth Amendment released certain assets from its collateral to allow greater flexibility to generate proceeds through the sale of non-core assets. The Fourth Amendment allows for immediate prepayment of amounts under the Convertible Facility with a 5% prepayment penalty until 2nd anniversary of the Fourth Amendment and 3% prepayment penalty thereafter. As part of the Fourth Amendment, holders of notes under the Convertible Facility were provided down-round protection where issuances of equity interests (including securities that are convertible or exchangeable for equity interests) by the Company at less than the higher of (i) lowest conversion price under the amended and restated notes of the Convertible Facility amendment dated March 27, 2020 and (ii) the highest conversion price determined for any incremental advances, will automatically adjust the conversion/exercise price of the previous tranches and incremental tranche 4 warrants and the related replacement warrants to the price of the newly issued equity interests. Certain issuances of equity interests are exempted such as issuances to existing lenders, equity interests in contemplation at the time of Fourth Amendment and equity interests issued to employees, consultants, directors, advisors or other third parties, in exchange for goods and services or compensation. Pursuant to ASU 2017-11, the down-round protection was not considered a derivative and will be recognized when the down-round protection adjustments are triggered. As consideration for the amendment, the conversion price for 52% of the tranches 1 through 3 and the first amendment fee notes outstanding under the Convertible Facility were amended to $0.34 per share. An amendment fee of $2,000,000 was also paid through the issuance of additional notes at a conversion price of $0.28 per share. The Fourth Amendment to the Convertible Facility was deemed to be a substantial modification under ASC 470-50 and a loss on extinguishment of $10,129,655 was recorded in the unaudited interim Condensed Consolidated Statements of Operations for the nine months ended March 27, 2021. On September 14, 2020, the Company closed on an incremental advance in the amount of $5,000,000 under its existing Convertible Facility with GGP at a conversion price of $0.20 per share. In connection with the incremental advance, the Company issued 25,000,000 warrants with an exercise price of $0.20 per share. In addition, 1,080,255 existing warrants were cancelled and replaced with 16,875,001 warrants with an exercise price of $0.20 per share. Pursuant to the terms of the GGP Facility, the conversion price for 5.0% of the existing Notes outstanding prior to Tranche 4 and Incremental Advance (including paid-in-kind interest accrued on such Notes), being 5.0% of an aggregate principal amount of $170,729,923, was amended to $0.20 per share. As consideration for the additional advance, the Company issued convertible notes as consideration for a $468,564 fee with a conversion price of $0.20 per share. On September 16, 2020 and September 28, 2020, the down round feature on the convertible notes and warrants issued in connection with Tranche 4, Incremental Advances and certain amendment fees was triggered wherein the exercise price was adjusted to $0.17 and $0.15 per share, respectively. The value of the effect of the down round feature on convertible notes and warrants was determined to be $32,744,770 and $6,723,954, respectively, for the nine months ended March 27, 2021. The effect related to convertible notes was recognized as additional debt discount and an increase in additional paid-in-capital. The effect related to warrants was recognized as a deemed distribution and an increase in additional paid-in capital. On November 1, 2020, the Company repaid $8,000,000 of borrowings under the Convertible Facility and recorded a loss $943,706 on the partial extinguishment of debt and is included in the net effect on equity component of new and amended debt in the reconciliation of the beginning and ending balances of senior secured convertible credit facility for the nine months ended March 27, 2021. On January 11, 2021, the Company amended and restated the securities purchase agreement under the Convertible Facility (the “Fifth Amendment”) wherein the minimum liquidity covenant was waived until June 30, 2021 and resetting at $7,500,000 effective on July 1, 2021 through December 31, 2021, and $15,000,000 thereafter, and waiver of the minimum liquidity covenant if the Company is current on cash interest. Furthermore, covenants with regards to non-operating leases, capital expenditures and corporate SG&A will now be tied to a board of directors approved budget. In conjunction with the Fifth Amendment, the Company received an additional advance of $10,000,000 under its existing Convertible Facility with GGP with a conversion price of $0.16 per share. The Company also issued 62,174,567 warrants exercisable for five years at a purchase price of $0.16 per share. The notes, restatement fee notes and warrants are subject to down round adjustment provisions, with certain exceptions, if the Company issues securities at a lower price. The Fifth Amendment to the Convertible Facility was not deemed to be a substantial modification under ASC 470-50 . Pursuant to the terms of the GGP Facility, the conversion price of $47,100,000 of the existing Notes outstanding prior to Tranche 4 and Incremental Advance (including paid-in-kind interest accrued on such Notes), of an aggregate principal amount of $168,100,000, was amended to $0.17 per share, of which $16,800,000 of the Notes outstanding will continue to be subject to down round adjustment provisions. In addition, the Company cancelled an aggregate of 2,160,507 warrants that were issued with such notes and, in exchange, issued 41,967,832 warrants with an exercise price of $0.16 per share. In connection with the Fifth Amendment, the Company issued convertible notes as consideration for a $937,127 fee with a conversion price of $0.16 per share. |