BORROWINGS | NOTE 4 – BORROWINGS The following is a summary of borrowings outstanding as at March 31, 2022 and September 30, 2021: Schedule of borrowings outstanding March 31, 2022 September 30, 2021 Contractual Interest Principal outstanding balance Principal outstanding balance Unamortized debt discount Issuance costs Carrying amount Principal outstanding balance Unamortized debt discount Issuance costs Carrying amount rate Cur Local USD USD USD USD USD USD USD USD Senior notes 15% USD 30,000,000 30,000,000 (7,150,623 ) (1,750,134 ) 21,099,243 – – – – Note due to Aspire 10 EUR 10,000,000 11,101,000 – – 11,101,000 – – – – Convertible notes 10 USD 1,906,894 1,906,894 – – 1,906,894 1,912,500 (516,366 ) – 1,396,134 Other 0 USD 675,000 675,000 (188,812 ) – 486,188 675,000 (211,076 ) – 463,924 Total borrowings 43,682,894 (7,339,435 ) (1,750,134 ) 34,593,325 2,587,500 (727,442 ) – 1,860,058 Current 1,906,894 1,396,133 Long-term 32,686,431 463,925 Total borrowings 34,593,325 1,860,058 Senior Notes On November 29, 2021, the Company entered into a credit agreement (the “Credit Agreement”) with CP BF Lending, LLC (“Lender”), pursuant to which the Lender agreed to make a single loan to the Company of $ 30,000,000 750,000 The Loan matures in 36 months, provided that the Company may receive two 12-month extensions of the maturity date by paying to the Lender (1) an extension fee equal to 1.0% of the unpaid principal balance of the Loan as of the date of such extension, and (2) all reasonable and documented out-of-pocket fees and expenses paid or incurred by Lender, in each case in connection with the extension request, including but not limited to fees and expenses for appraisals, collateral exams and audits, and legal counsel. The foregoing extension right is subject to, among other items, (i) the Loan not being in default, (ii) the representations and warranties contained in Credit Agreement being true and correct; and (iii) the Lender granting its written approval thereof in its sole discretion. The Loan may be prepaid by the Company at any time. In addition, the Credit Agreement provides that in the event there shall be excess cash flow from the Aspire Business (as such concept is defined in the Credit Agreement) for any calendar month, commencing with the month ended December 31, 2022, the Company shall apply such excess cash flow amount to prepay the outstanding principal balance of the Loan; provided that no such prepayment shall be required once the unpaid principal balance of the Loan has been reduced to $15,000,000. The Credit Agreement requires the Company to meet certain financial covenants commencing March 31, 2022. The Loan is secured by all of the assets of the Company and its subsidiaries. The Loan may be accelerated by the Lender upon an event of default, which in addition to customary events of default include: (i) if (1) any of the Company or its subsidiaries shall fail to maintain in full force and effect any gaming approval (as defined in the Credit Agreement) required for the operation of its business or (2) any gaming regulator shall impose any condition or limitation on any of the foregoing entities that could be reasonably expected to have a material adverse effect; or (ii) the suspension from trading or failure of the Company’s common stock to be trading or listed on the Nasdaq exchange for a period of three consecutive trading days. As of March 31, 2022, the Company had not maintained compliance with the covenants of the Senior Notes and obtained a waiver from its lender which waiver is contingent on the completion of an equity raise of $3.5 million prior to May 31, 2022. In consideration for obtaining a waiver from the compliance with certain covenants, the Company has agreed to amend the Senior Notes such that $5 million of principle loan balance becomes convertible at the effective average share price (giving effect to any warrants or other economic consideration) from which the Company raises the first $10,000,000 of common equity through one or more qualified equity offerings immediately following the receipt of the foregoing $3.5 million. In connection with the Loan, the Company issued the Lender a warrant (the “Lender Warrant”) to purchase 1,567,840 Note due to Aspire The Note provides for an interest rate of 10% per annum. The maturity date of the Note will be the earlier of that date which is four years from the issuance date or a liquidity event. The Note will require repayment of the principal amount plus any accrued interest in three equal installments, payable annually starting on the second anniversary after issuance. No interest payment shall be due until that date which is the last day of the end of the second-year anniversary of issuance should the Note remain unpaid at such time. Should the Note remain unpaid at the second-year anniversary, the total accrued interest due at that time shall be paid at the second year anniversary for accrued interest for the period from the issuance date through the second year anniversary date. Thereafter, and on each annual anniversary date thereafter, the interest due for the prior annual period shall be paid. Notwithstanding the foregoing, if the Company owes greater than $15,000,000 under the Credit Agreement, then the parties agree that the Company shall repay any principal amount plus any accrued interest due through the issuance of Company common stock in lieu of any cash payment and the amount of said common stock shares to be issued by the Company shall be determined by using the Conversion Price as defined below. Should an event of default occur on the Note, then at the election of Aspire, either (i) the Operator Services Agreement will be amended such that the fees payable shall increase by 5% during the continuation of the event of default, or (ii) Aspire may elect to convert the entire outstanding principal amount plus any accrued interest into shares of common stock of the Company at a price per share based on the weighted-average per-share price for the ten trading days prior to the date of the occurrence of the event of default (“Conversion Price”). In no event shall the Conversion Price be lower than $18.00 per share (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof) and the total maximum number of shares of common stock that may be issued to Aspire upon any such conversion in the aggregate shall be 650,000 shares (as adjusted for stock splits, stock dividends, or similar events occurring after the date hereof). Convertible Notes and other On September 1, 2020, ESEG entered into three promissory notes, with a combined principal amount of $ 2,100,000 10 March 1, 2022 675,000 2,015,000 265,779 The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital. The fair value of the warrants at the grant date was estimated using a Black-Scholes model and the following assumptions: 1) volatility of approximately 85 0 0.26 five 2,100,000 187,500 375,000 826,189 1,086,311 116,774 1,187,913 |