Debt | Note 8 – Debt All of the Company’s notes matured in 2022. Discounts were amortized through maturity date. The following is a summary of the Company’s outstanding notes payable: September 30, 2023 December 31, 2022 Amended and Restated Notes $ 20,155,998 $ 19,280,887 Total notes payable, net $ 20,155,998 $ 19,280,887 Kips Bay Note On September 1, 2021, Proton Green, LLC en tered into a $ 2,692,308 Zero-Percent Promissory Convertible Note by and among Proton Green, LLC, as borrower, and Kips Bay Selects LP, as lender (the “Kips Bay Note”). The Kips Bay Note was issued with a 35 % original issue discount and maturity date of November 30, 2021 . Along with the Kips Bay Note, Proton Green, LLC issued warrants to the lender to subscribe for and purchase from Proton Green, LLC Membership Interest, as defined in Note 12 – Stock holders’ Equity, equal to $ 250,000 exercisable at a strike price or exercise price calculated on a valuation of $ 250,000,000 . Upon consummation of the reverse asset acquisition, the warrants became exercisable in the form of the Company's common stock; the warrants expire on September 21, 2024 . The Kips Bay Note has a senior pari passu collateral position in all the assets of the Company and its securities. The Kips Bay Note had the following amendments: • In October 2021, an amendment was made to the Kips Bay Note to extend the maturity date to January 15, 2022 and increase the principal amount to $ 3,298,077 . • In December 2021, an amendment was made to the Kips Bay Note to extend the maturity date to January 31, 2022 and increase the principal amount to $ 3,513,469 . • In January 2022, an amendment was made to the Kips Bay Note to extend the maturity date to February 18, 2022 and the Company agreed to an amendment fee of $ 300,000 due at the maturity date. • In February 2022, the Company and lender agreed to amend and restate the Kips Bay Note (the "Amended and Restated Kips Bay Note"), which extended the maturity date to April 7, 2022 . The Amended and Restated Kips Bay Note bore interest at 18 % per annum. As consideration for the maturity date extension, the Company agreed to pay the lender a financing, administrative, packaging, and extension fee totaling $ 6,324 per day due at maturity date. • In April 2022, an amendment was made to the Amended and Restated Kips Bay Note to extend the maturity date to April 29, 2022 . In July 2022, the lender of the Amended and Restated Kips Bay Note assigned its note and all related rights and obligations under it to the lender under the Amended and Restated Alpha Carta Note 2, as defined below, and the Amended and Restated Alpha Carta Note 3, as defined below (the “Amended and Restated Alpha Carta Notes”), in exchange for cash from the lender of the Amended and Restated Alpha Carta Notes. Proton Green, LLC also issued to Kips Bay Selects LP 0.67 % of Membership Interest in the Proton Green, LLC in order to effect this assignment. Subsequent to the assignment, the Amended and Restated Kips Bay Note and the Amended and Restated Alpha Carta Notes, collectively referred to as the Amended and Restated Notes, were outstanding with the lender under the Amended and Restated Alpha Carta Notes. Alpha Carta Note 2 On December 23, 2021, Proton Green, LLC entered into a $ 1,846,154 Zero-Percent Promissory Convertible Note by and among Proton Green, LLC, as borrower, and Alpha Carta, Ltd., as lender (the “Alpha Carta Note 2”). The Alpha Carta Note 2 was issued with a 35 % original issue discount and maturity date of January 31, 2022 . Along with the Alpha Carta Note 2, Proton Green, LLC, issued warrants to the lender to subscribe for and purchase from Proton Green, LLC Membership Interest equal to $ 150,000 exercisable at a strike price or exercise price calculated on a valuation of $ 250,000,000 . Upon consummation of the reverse asset acquisition, the warrants became exercisable in the form of the Company's common stock ; the warrants expire on December 23, 2024 . The Alpha Carta Note 2 has a senior pari passu collateral position in all the assets of the Company and its securities. The Alpha Carta Note 2 had the following amendments: • In January 2022, an amendment was made to the Alpha Carta Note 2 to extend the maturity date to February 18, 2022 and Proton Green, LLC agreed to an amendment fee of $ 300,000 due at the maturity date. • In February 2022, Proton Green, LLC and lender agreed to amend and restate the Alpha Carta Note 2 (the "Amended and Restated Alpha Carta Note 2") which extended the maturity date to April 7, 2022 and the Amended and Restated Alpha Carta Note 2 bore interest at 18 % per annum. As consideration for the maturity date extension, Proton Green, LLC agreed to pay the lender a financing, administrative, packaging, and extension fee totaling $ 3,324 per day due at maturity date. • In April 2022, an amendment was made to the Amended and Restated Alpha Carta Note 2 to extend the maturity date to April 29, 2022 . Alpha Carta Note 3 On January 11, 2022, Proton Green, LLC entered into a $ 4,307,692 Promissory Convertible Note by and among Proton Green, LLC, as borrower, and Alpha Carta, Ltd., as lender (the “Alpha Carta Note 3”). The Alpha Carta Note 3 was issued with a 35 % original issue discount and maturity date of January 31, 2022 . Along with the Alpha Carta Note 3, Proton Green, LLC issued warrants to the lender to subscribe for and purchase from Proton Green, LLC Membership Interest equal to $ 100,000 exercisable at a strike price or exercise price calculated on a valuation of $ 250,000,000 . Upon consummation of the reverse asset acquisition, the warrants became exercisable in the form of the Company's common stock; the warrants expire on January 11, 2025 . The Alpha Carta Note 3 has a senior pari passu collateral position in all the assets of the Company and its securities. The Alpha Carta Note 3 had the following amendments: • In February 2022, Proton Green, LLC and lender agreed to amend and restate the Alpha Carta Note 3 (the "Amended and Restated Alpha Carta Note 3") which extended the maturity date to April 7, 2022 and the Amended and Restated Alpha Carta Note 3 bore interest at 18 % per annum. As consideration for the maturity date extension, Proton Green, LLC agreed to pay the lender a financing, administrative, packaging, and extension fee totaling $ 7,752 per day due at maturity date. • In April 2022, an amendment was made to the Amended and Restated Alpha Carta Note 3 to extend the maturity date to April 29, 2022 . Key Terms of and Events Under the Amended and Restated Kips Bay Note and Amended and Restated Alpha Carta Notes The Amended and Restated Not es contain an optional conversion right and an automatic conversion feature. Under the optional conversion right, the lender has the right to convert all or part of the principal amount outstanding at the Company’s valuation of $ 250,000,000 into common stock. In the event the Company completes a listing of its common stock onto a national stock exchange or completes a Fundamental Event, as defined in the Amended and Restated Notes agreements, which includes events such as a consolidation or merger, disposition of all or substantially all of the properties or assets of the Company, and 50 % or more of the ownership or voting power of the Company transferring, the lenders agreed to automatically convert the original issue discount into Membership Interest and the remaining principal amount would remain outstanding unless the lenders elect to convert such principal amount into Membership Interest. The Amended and Restated Notes contain covenants that limit the Company’s ability to, among other things: incur additional indebtedness; incur liens; make any changes in the nature of its business and modify its corporate structure or purpose; enter into, renew, extend or be a party to, any transaction or series of related transactions with any affiliate, except in the ordinary course of business in no less favorable terms than in an arm’s length transaction; repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of its equity; redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents, all or any portion of indebtedness or debt after the occurrence of an Event of Default; and declare or make any dividend or other distribution of its assets. There are no financial covenants. The following events constitutes an Event of Default: (i) failure to pay the principal amount due at the maturity date; (ii) failure to issue or transfer shares to the lenders upon conversion of its principal amount; (iii) breach of any material agreements and covenants related to the notes; (iv) breach of any representations and warranties made any agreements related to the notes; (v) assignment or appointment of a receiver or trustee; (vi) any money judgment against the Company for more than $ 100,000 , and shall remain unvacated, unbonded or unstayed for a period of twenty days ; (vii) any bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings, voluntary or unvoluntary, against the Company; (viii) if the Company becomes public, failure to maintain the listing of its common stock; (ix) if the Company becomes public, failure to comply with reporting requirements; (x) any dissolution, liquidation, or winding up of the Company; (xi) any cessation of operation or admittance by the Company that it is otherwise generally unable to pay its debts as such debts become due, provided, however that any disclosure of the Company’s ability to continue as a “going concern” shall not be an admission that the Company cannot pay its debt as they become due; (xii) the occurrence of any default under any agreement or obligation of the Company that is not cured within ten business days that could reasonably be expected to have a Material Adverse Effect, as defined in the Amended and Restated Notes; (xiii) default on any of its obligations greater than $ 100,000 under any indebtedness agreement that requires such indebtedness becoming due and payable prior to the date on which it would otherwise be due and payable; (xiv) failure by the company to maintain any material intellectual property rights, personal, real property, equipment, leases or other assets which are necessary to conduct its business and such breach is not cured within twenty days; (xv) failure to notify the lenders of any material event of which the Company is obligated to notify the lenders pursuant to the terms of the Amended and Restated Notes and related agreements; and (xvi) invalidity or unenforceability of the Amended and Restated Notes and any related agreements. The Company failed to pay the principal, interest and fees outstanding under the Amended and Restated Notes on April 29, 2022, which constituted an Event of Default as defined in the Amended and Restated Notes agreements. The Event of Default Redemption Price includes: (i) the Redemption Price, which is 125 % of the outstanding principal amount of the notes; (ii) all interest accrued on the principal amount up to the date of the Event of Default; (iii) the amendment fees; and (iv) interest accrued on the Redemption Price after the date of the Event of Default. In addition, the Company was required to pay: (i) liquidated damages of $ 750,000 per note; (ii) an amount equal to 1 % of the Event of Default Redemption Price for each 30 day period during which redemptions fail to be made; and (iii) the daily financing, administrative, packaging, and extension fees. The following table summarizes the principal, fees, and event of default costs accrued at September 30, 2023 and December 31, 2022 for the Amended and Restated Notes: September 30, 2023 December 31, 2022 Principal amount $ 9,667,315 $ 9,667,315 Increase for redemption price 2,416,829 2,416,829 Fees added to oustanding balance 8,071,854 7,196,743 Notes payable outstanding at September 30, 2023 $ 20,155,998 $ 19,280,887 On June 20, 2023, the Company entered into a forbearance agreement with Alpha Carta, Ltd. (the "Forbearance Agreement"), whereby Alpha Carta, Ltd. shall forbear from exercising any of its rights and remedies under the notes discussed above subject to the Company's satisfaction of, among other things, payment in July 2023 of $ 3,000,000 and a monthly payment thereafter of $ 2,000,000 until the notes are paid in full. As of September 30, 2023, the Company was not in compliance with the Forbearance Agreement. Interest Expense Interest expense for the periods were as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Amended and restated notes stated interest $ 548,256 $ 548,256 $ 1,626,890 $ 1,256,221 Amortization of debt discount — 2,000,000 — 6,635,147 Amortization of debt discount on related party short-term loans 92,502 — 92,502 — Related party short-term loans interest 210,109 — 210,109 Other — — — 63 Total interest expense $ 850,867 $ 2,548,256 $ 1,929,501 $ 7,891,431 |