CONVERTIBLE DEBT | NOTE 4 — CONVERTIBLE DEBT Convertible Debt The Convertible Notes are separated into seven groups — A, B, C, D, E, F and BlinkBio — per the table below. Group Rate Maturity Collateral Conversion March 31, December 31, A 10% 10/31/2024 None 80% – 87.5% $ 1,153,383 $ 1,151,032 B 6% 10/31/2024 None 80% $ 5,154,000 $ 5,154,000 C 6% 10/31/2024 None 80% $ 3,945,020 $ 3,873,417 D 6% 10/31/2024 None 50% $ 2,000,000 $ 1,950,160 E 6% 10/31/2024 None 50% $ 1,100,000 $ 1,100,000 F 6% 10/31/2024 None 50% $ 2,112,174 $ 1,381,732 Blink Bio 10% 3/15/2022 None 100% $ — $ — Group A Commencing in July 2018 through November 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”). Interest on the unpaid principal balance accrues at a rate of 10% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80 – 87.5% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $3,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes) or $5,000,000, depending upon the signed agreement terms. In the event that the Company raises aggregate additional cash proceeds of at least $3,000,000 or $5,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non -assessable The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at March Debt A As of As of Principal amount outstanding $ 1,154,000 $ 1,154,000 Less: discounts (issuance, redemptions) (185,224 ) (185,224 ) Amortization of discounts 184,607 182,256 Carrying value 1,153,383 1,151,032 Less Related Party Portion (100,000 ) (100,000 ) Convertible Notes – A $ 1,053,383 $ 1,051,032 Group B Commencing in May 2020, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through March In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non -assessable The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at March Debt B As of As of Principal amount outstanding $ 5,154,000 $ 5,154,000 Less: discounts (issuance, redemptions, warrants) (1,818,939 ) (1,818,939 ) Amortization of discounts 1,818,939 1,818,939 Carrying value $ 5,154,000 $ 5,154,000 Group C Commencing in July 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through March In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non -assessable The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at March Debt C As of As of Principal amount outstanding $ 3,945,020 $ 3,945,020 Less: discounts (issuance, redemptions, warrants) (1,088,223 ) (1,063,223 ) Amortization of discounts 1,088,223 1,016,620 Carrying value $ 3,945,020 $ 3,873,417 Group D Commencing in November 2022, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through March In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non -assessable In connection with the Group D Convertible Notes, the Company agreed to issue an additional 400,000 The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at March Debt D As of As of Principal amount outstanding $ 2,000,000 $ 2,000,000 Less: discounts (issuance, redemptions, warrants) (1,864,654 ) (1,864,654 ) Amortization of discounts 1,864,654 1,814,814 Carrying value $ 2,000,000 $ 1,950,160 Group E Commencing in February 2023, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through March In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non -assessable In connection with the Group E Convertible Notes, the Company agreed to issue an additional 220,000 The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at March Debt E As of As of Principal amount outstanding $ 1,100,000 $ 1,100,000 Less: discounts (issuance, redemptions, warrants) (550,000 ) (550,000 ) Amortization of discounts 550,000 550,000 Carrying value 1,100,000 1,100,000 Less related party portion (50,000 ) (50,000 ) Convertible Notes – E $ 1,050,000 $ 1,050,000 Group F Commencing in June 2023, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through March In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non -assessable In connection with the Group F Convertible Notes, the Company agreed to issue an additional 536,700 The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at March Debt F As of March 31, As of Principal amount outstanding $ 2,683,500 $ 1,932,500 Less: discounts (issuance, redemptions, warrants) (1,391,750 ) (966,250 ) Amortization of discounts 820,424 415,482 Carrying value $ 2,112,174 $ 1,381,732 Redemption Liability The fair value of the redemption liability is calculated under Level 3 of the fair value hierarchy, is determined based upon a Probability -Weighted -measured As of As of New Embedded Redemption Value – Group A 144,250 144,250 New Embedded Redemption Value – Group B 1,130,800 1,130,800 New Embedded Redemption Value – Group C 789,004 789,004 New Embedded Redemption Value – Group D 1,000,000 1,000,000 New Embedded Redemption Value – Group E 550,000 550,000 New Embedded Redemption Value – Group F 1,441,750 966,250 Ending Balance $ 5,055,804 $ 4,580,304 Fees Associated with Convertible Debt Raise The fees associated with the convertible debt raise are legal and investment fees associated with the issuance of the convertible notes for Groups A, B, C and D. There were no related parties who received these fees. The fees are amortized over the life of the convertible note utilizing an interest rate of 10% for Group A and 6% for Groups B, C and D. The debt issuance liability is re -measured As of As of Debt Issuance Costs Group A $ — $ — Group B — — Group C — 9,133 Group D — — Total Net Debt Issuance $ — $ 9,133 Make-whole liability — Shares due Noble Capital In March 2020, the Company signed a new advisory agreement with Noble Capital, in lieu of cash remuneration and the company agreed to issue 4% of the Company’s shares, with an anti -dilution -whole -dilution -end -dilution -dilution -dilution For the three months ended March -dilution On July -whole Make-whole liability — Shares Officers & Directors In January 2023, 700,000 On March 1, 2023, the Company hired Alan Musso, former CFO, and, as part of his compensation contract, he was awarded 25,000 -whole Alan resigned on June The Company’s make -whole Name Position # Shares Value Date Earned Alan Musso Former CFO 6,250 $ 12,500 March 1, 2023 Christopher Acevedo Current CFO 18,750 37,500 Upon IPO Joacim Borg Director 40,000 80,000 July 1, 2022 TOTAL 65,000 $ 130,000 Warrants for Placement Agent — Noble Capital In March 2020, the Company signed a new advisory agreement with Noble Capital, in lieu of cash remuneration it was provided a 10% warrant fee, in addition to cash remuneration on debt raises from Noble procured investments. The terms of the warrants are five The number of warrants earned in 2020 was 248,855 valued at $248,855. The number of warrants earned in 2021 was 213,782, valued at $427,564. The total warrants earned as of December 31, 2022 was 162,644, valued at $325,288. No warrants were earned in 2023 or in the three months ending March Warrants earned in 2022, 2021 and 2020 have been accounted for as a discount to the associated convertible debt with the discounts amortized over the term of the related debt. The debt discount accretion expense in warrants in the three months ended March Short-term Loan An investor lent the Company $100,000 on March | NOTE 4 — CONVERTIBLE DEBT Convertible Debt The Convertible Notes are separated into seven groups — A, B, C, D, E F and BlinkBio — per the table below. Group Rate Maturity Collateral Conversion 2023 2022 A 10% 10/31/2024 None 80% – 87.5% $ 1,151,032 $ 1,138,120 B 6% 10/31/2024 None 80% $ 5,154,000 $ 5,154,000 C 6% 10/31/2024 None 80% $ 3,873,417 $ 3,259,458 D 6% 10/31/2024 None 50% $ 1,950,160 $ 1,036,026 E 6% 10/31/2024 None 50% $ 1,100,000 $ — F 6% 10/31/2024 None 50% $ 1,381,732 $ — Blink Bio 10% 3/15/2022 None 100% $ — $ — Group A Commencing in July 2018 through November 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”). Interest on the unpaid principal balance accrues at a rate of 10% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest shall be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80 – 87.5% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $3,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes) or $5,000,000, depending upon the signed agreement terms. In the event that the Company raises aggregate additional cash proceeds of at least $3,000,000 or $5,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due shall automatically, and without any action on part of the holder, be converted into fully paid and non -assessable The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at December 31, 2023 and 2022 is summarized as follows: Debt A As of As of Principal amount outstanding $ 1,154,000 $ 1,154,000 Less: discounts (issuance, redemptions) (185,224 ) (185,224 ) Amortization of discounts 182,256 169,344 Carrying value 1,151,032 1,138,120 Less Related Party Portion (100,000 ) (100,000 ) Convertible Notes – A $ 1,051,032 $ 1,038,120 Group B Commencing in May 2020, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest shall be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through December 31, 2023. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $10,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes). In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due shall automatically, and without any action on part of the holder, be converted into fully paid and non -assessable The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at December 31, 2023 and 2022 is summarized as follows: Debt B As of As of Principal amount outstanding $ 5,154,000 $ 5,154,000 Less: discounts (issuance, redemptions, warrants) (1,818,939 ) (1,818,939 ) Amortization of discounts 1,818,939 1,818,939 Carrying value $ 5,154,000 $ 5,154,000 Group C Commencing in July 2021, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest shall be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 80% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through December 31, 2023. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $10,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes). In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due shall automatically, and without any action on part of the holder, be converted into fully paid and non -assessable The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at December 31, 2023 and 2022 is summarized as follows: Debt C As of As of Principal amount outstanding $ 3,945,020 $ 3,820,020 Less: discounts (issuance, redemptions, warrants) (1,088,223 ) (1,063,223 ) Amortization of discounts 1,016,620 462,048 Carrying value $ 3,873,417 $ 3,218,845 Group D Commencing in November 2022, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest shall be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through December 31, 2023. Equity Securities refers to Company’s common stock or preferred stock and Next Equity Financing refers to the next sale (or series of related sales) by the Company of its equity securities from which the Company receives gross proceeds of not less than $10,000,000 (including the aggregate amount of debt securities converted into Equity Securities upon conversion or cancellation of promissory notes). In connection with the Group D Convertible Notes, the Company agreed to issue an additional 400,000 In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due shall automatically, and without any action on part of the holder, be converted into fully paid and non -assessable The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at December 31, 2023 and 2022 is summarized as follows: Debt D As of As of Principal amount outstanding $ 2,000,000 $ 2,000,000 Less: discounts (issuance, redemptions, warrants) (1,864,654 ) (1,539,654 ) Amortization of discounts 1,814,814 376,321 Carrying value $ 1,950,160 $ 836,667 Group E Commencing in February 2023, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through December In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non -assessable In connection with the Group E Convertible Notes, the Company agreed to issue an additional 220,000 The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at December Debt E As of As of Principal amount outstanding $ 1,100,000 $ — Less: discounts (issuance, redemptions, warrants) (550,000 ) — Amortization of discounts 550,000 — Carrying value 1,100,000 — Less Related Party Portion (50,000 ) — Convertible Notes – E $ 1,050,000 $ — Group F Commencing in June 2023, the Company entered into an unsecured Subordinated Convertible Promissory Note Agreement (the “Agreements”) with certain lenders (together, the “Holders” or individually, the “Holder”), pursuant to which the Company issued a Subordinated Convertible Promissory Note (individually the “Note” or together the “Notes”) to the Holders, principally the Investors brought in by an investment bank. Interest on the unpaid principal balance accrues at a rate of 6% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. Unless earlier converted into shares of Equity Securities, the principal and accrued interest will be due and payable by the Company on demand by the Holders at any time after the earlier of (i) the Maturity Date (as defined in each Agreement) and (ii) the closing of the Next Equity Financing (as defined below). The stated Maturity Date was extended in October 2023, under the same terms, until October The Notes will automatically convert into the type of Equity Securities issued in the Next Equity Financing upon closing. The number of shares of such Equity Securities to be issued will be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on the Note on the date of conversion of 50% of the price paid per share for Equity Securities by the investors in the Next Equity Financing. No such Next Equity Financing has occurred through December In the event that the Company raises aggregate additional cash proceeds of at least $10,000,000 through the sale of the Company’s equity securities, excluding the sales or conversions of Notes under the Agreement, the outstanding principal amount due will automatically, and without any action on part of the holder, be converted into fully paid and non -assessable In connection with the Group F Convertible Notes, the Company agreed to issue an additional 386,500 The Company, at its option, may pay all accrued, but unpaid, interest and other charges in cash or by the issuance of additional equity stock at a rate of the applicable conversion price. The Company evaluated the Notes in accordance with ASC 480, Distinguishing Liabilities from Equity -settled -settled -settled The convertible debt balance at December Debt F As of As of Principal amount outstanding $ 1,932,500 $ — Less: discounts (issuance, redemptions, warrants) (966,250 ) — Amortization of discounts 415,482 — Carrying value $ 1,381,732 $ — Redemption Liability The fair value of the redemption liability is calculated under Level 3 of the fair value hierarchy, is determined based upon a Probability -Weighted -measured As of As of New Embedded Redemption Value – Group A 144,250 144,250 New Embedded Redemption Value – Group B 1,130,800 1,130,800 New Embedded Redemption Value – Group C 789,004 764,004 New Embedded Redemption Value – Group D 1,000,000 1,000,000 New Embedded Redemption Value – Group E 550,000 — New Embedded Redemption Value – Group F 966,250 — Ending Balance $ 4,580,304 $ 3,039,054 Fees Associated with Convertible Debt Raise The fees associated with the convertible debt raise are legal and investment fees associated with the issuance of the convertible notes for Groups A, B, C and D. There were no related parties who received these fees. The fees are amortized over the life of the convertible note utilizing an interest rate of 10% for Group A and 6% for Groups B, C and D. The debt issuance liability is re -measured As of As of Debt Issuance Group A $ — $ — Group B — — Group C 9,133 114,000 Group D — 196,588 Total Net Debt Issuance $ 9,133 $ 310,588 Make-whole liability — Shares due Noble Capital In March 2020, the Company signed a new advisory agreement with Noble Capital, in lieu of cash remuneration and the Company agreed to issue 4% of the Company shares, with an anti -dilution -whole -dilution -end -dilution -dilution -dilution In the year ended December -dilution On July -whole Make-whole liability — Shares Officers & Directors In addition, we owed officers, key employees, key advisors and directors cumulative shares of 780,000 -whole In January of 2023, 700,000 On March -whole Mr. The Company’s make -whole Name Position # Shares Value Date Earned Alan Musso Former CFO 6,250 $ 12,500 March 1, 2023 Christopher Acevedo Current CFO 18,750 37,500 Upon IPO Joacim Borg Director 40,000 80,000 July 1, 2022 TOTAL 65,000 $ 130,000 Warrants for Placement Agent — Noble Capital In March 2020, the Company signed a new advisory agreement with Noble Capital, in lieu of cash remuneration it was provided a 10% warrant fee, in addition to cash remuneration on debt raises from Noble procured investments. The terms of the warrants are five warrants earned as of December 31, 2022 was 771,143, after considering the 407,500 warrants earned in 2020 under the agreement. Warrants earned in 2022, 2021 and 2020 have been accounted for as a discount to the associated convertible debt with the discounts amortized over the term of the related debt. The debt discount accretion expense on warrants for the years ended December |