CONVERTIBLE NOTES | NOTE 6 - CONVERTIBLE NOTES On August 24, 2022, the Company issued senior convertible notes with an aggregate principal amount of $ 27,173,913 11.25 2,415,459 8.0 10 1,811,595 14.25 22,300,321 Company allocated the net proceeds received from the issuance of the Convertible Notes and Note Warrants based on the relative fair values of each resulting in net proceeds of $ 15,122,345 6,561,247 39.6 3,316,409 616,730 to the placement agent of the Convertible Notes as further described in Note 9. These debt issuance costs were amortized as additional interest expense through May 24, 2023. Total interest expense for the Convertible Notes for the three and nine months ended September 30, 2023 0 2,913,632 On May 24, 2023, the Company issued additional senior convertible notes (“New Notes'') with an aggregate principal amount of $ 4,934,783 12.70 3.75 1,315,942 3.75 3.75 3.75 0.22 3.75 8.8 10 The holders of the New Notes also received fully vested warrants (the “New Warrants”) to purchase 1,086,957 5.45 Concurrent with the issuance of the New Notes, the Company exchanged the Convertible Notes into two new notes, Series A Notes and Series B Notes both due February 24, 2024 (collectively the “Exchange Notes” and collectively with the New Notes the “May 2023 Notes”). The aggregate principal amount of Series A Notes is $ 3,690,422 3.75 984,113 23,483,491 5.45 4,308,898 3.75 6,262,265 3.75 In September 2023, the holders of the May 2023 Notes agreed to modify the due date of these notes to January 31, 2025. In October 2023, the conversion price of the Notes and exercise price of the Warrants were reduced to $ 1.369 The Company completed a public offering and sold 280,000 2.50 2.75 11,675,892 2.75 Events of default for the May 2023 Notes are defined in the note agreements and include the following: · Failure of the Company to file a registration statement, and have declared effective to register the shares of the Company’s common stock within a specified period (the Company has met this requirement as of September 28, 2023) · Suspension of trading, or failure to be listed, of the Company’s common stock on an eligible market, as defined, for a period of two consecutive trading days or an aggregate of ten trading days in a 365 day period · Failure to deliver shares of the Company’s common stock within five days following a conversion notification · Failure to reserve shares of the Company’s common stock for the conversion of the May 2023 Notes and May 2023 Warrants · Any acceleration prior to maturity of any indebtedness of the Company, declaration of bankruptcy, or court ordered bankruptcy · Final judgment or judgments for payment aggregating in excess of $250,000 are rendered against the Company not covered by insurance or indemnity and are not discharged or stayed pending appeal within 60 days of judgment · Breach of any representation, warranty or covenant by the Company to the transaction documents of the May 2023 Notes and Exchange Warrants · Any material damage to, or loss, theft or destruction of a material amount of the property of the Company · Failure to remove any restrictive legends on any shares of the Company’s common stock issued to the holders of the May 2023 Notes · Electronic transfer of shares of the Company’s common stock is not available As of September 30, 2023, the Company is in compliance with all covenants. The May 2023 Notes originally required the Company to have unrestricted and unencumbered cash on deposit of $10 million if the outstanding principal (and interest, if any) of the May 2023 Notes is $15 million or greater as of December 31, 2023. The cash on deposit requirement is reduced dollar for dollar to the extent that the outstanding principal (and interest, if any) of the May 2023 Notes is less than $15 million on December 31, 2023. 5 The Company also exchanged the 1,811,595 14.25 3,411,596 5.45 3.75 August 24, 2027 The conversion prices of the Exchange Notes, and the exercise prices of the New 3.75 3.75 0.22 280,000 2.50 2.50 307,001 1.75 307,001 2.50 August 24, 2027 216,855 As discussed in Note 14, the Company completed a 1 for 5 reverse stock split 1.369 1.369 Holders of the May 2023 Notes, the May 2023 Warrants and Reload Warrants (collectively the “Holders”) do not have voting rights to the extent they have not converted their notes or exercised their warrants. The May 2023 Warrants and Reload Warrants contain certain conversion limitations, providing that a holder thereof may not exercise such warrants to the extent that, if after giving effect to such conversion, the holder or any of its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock immediately after giving effect to such exercise. The May 2023 Warrants and Reload Warrants provide the holders the right to exercise these warrants on a non-cash basis if the Company does not have an effective registration statement for the underlying shares of common stock. Debt 22,296,988 1,330,296 14.9 Schedule of summary of convertible notes Fair Value Principal Amount New Notes $ 4,410,058 $ 4,934,783 Series A Exchange Notes 3,298,012 3,690,422 Series B Exchange Notes 20,986,449 23,483,891 Total May 2023 Notes $ 28,694,519 $ 32,109,096 The Company recognized interest expense of $ 958,640 1,364,993 The Company estimated the fair value of the conversion features of the New Notes, Exchange Notes, New Warrants and Exchange Warrants as of May 24, 2023 as discussed in Note 7 below. The Company incurred debt issuance costs of $ 586,968 172,194 237,416 As of September 30, 2023, there were no conversions of the May 2023 Notes. |