SHORT-TERM DEBT | NOTE 9: SHORT-TERM DEBT On August 13, 2021, the Company entered into two unsecured convertible promissory notes with stockholders in the aggregate amount of $ 200,000 Each of the convertible notes were payable on January 15, 2022 and were automatically convertible into shares of the Company’s common stock at a conversion price equal to the per share price of the next equity funding completed by the Company in an amount of at least $2,000,000 and requires the repayment of 110% of such convertible note amount upon a sale of the Company (including a change of 50% or more of the voting shares). On August 25, 2021, the parties agreed to amend the previously convertible notes to remove the conversion rights provided for therein and clarify that no interest accrues on the convertible notes. On March 31, 2022, and effective on January 15, 2022, the parties amended the notes to be payable on demand. In September, October and November 2021, the Company borrowed $ 2,500,000 110 50 500,000 150,000 On September 18, 2023, the Company entered into a Debt Conversion agreement with Ezra Dabah, the holder of the September, October and November 2021 notes, the Chief Executive Officer and Chairman of the Company. The Company and Mr. Dabah agreed to convert an aggregate of $ 1,200,000 310,760 3.8615 During March 2024, Mr. Dabah loaned the Company $ 85,000 35,000 On February 7, 2024, the Company entered into a cash advance agreement with a financial institution and was advanced cash totaling $ 240,000 271,200 plus interest, in daily payments equaling 17% of funds from transactions associated with the Company’s Shopify Services account. The loan has an 18-month term from the effective date and bears an interest rate of 15.61 On April 18, 2024, the Company entered into a $ 346,000 Nina Footwear Note Merger Agreement Merger Sub Merger The Nina Footwear Note in the principal amount of $ 346,000 5 14,605 87,631 The Nina Footwear Note includes customary events of default and allows Nina Footwear the right to accelerate the amount due under the note upon the occurrence of such event of default, subject to certain cure rights. During May 2024, Nina Footwear loaned the Company $ 100,000 During June 2024, Nina Footwear loaned the Company $ 15,000 On May 25, 2024, the Company entered into a loan agreement with a financial institution and was advanced cash totaling $ 180,737 189,890 17,263 9.99 34,525 17,263 On May 31, 2024, the Company entered into the SPA with the Investor. Pursuant to the SPA, we agreed to sell the Investor three tranches of convertible debentures, in an aggregate principal amount of $ 2,000,000 500,000 500,000 1,000,000 Shareholder Approval The Company agreed to sell all Convertible Debentures with a 10 % original issue discount and, as a result thereof, we received $ 450,000 in gross proceeds, prior to expenses, upon the sale of the Initial Debenture. The Second and Third Closings are subject to certain closing conditions, including those discussed above, as described in greater detail in the SPA. The Initial Debenture bears, and the subsequent Convertible Debentures issued under the SPA will bear interest at an annual rate of 0 % per annum and will mature on May 31, 2025, as may be extended at the option of the Investor. The interest rate is subject to increase to 18 % upon the occurrence and during the continuance of any event of default thereunder as discussed in greater detail below. 400,000 Amortization Principal Amount 8 Payment Premium The Convertible Debenture can be converted into common stock at the option of the noteholder. The conversion is subject to the limitations of the SPA and can be executed at any time or times after the issuance date. The noteholder is entitled to convert any portion of the outstanding and unpaid principal and accrued interest at the Conversion Price (defined as lower of $ 3.3229 91 0.6580 1. Beneficial Ownership – the noteholder will not convert any portion of the Convertible Debenture to the extent that after such conversion, the noteholder would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99 2. Principal Market Limitation - the Company will not issue any shares of common stock pursuant to the terms of the SPA if the issuance of such shares would exceed the aggregate number of shares of common stock that the Company may issue upon conversion of this Convertible Debenture and any other notes in compliance with the Company’s obligations under the rules or regulations of the Principal Market (Nasdaq Stock Market). The number of shares which may be issued without violating such rules and regulations is 390,132 The Company concluded that the above settlement feature of Convertible Debenture was determined to not be clearly and closely associated with the risk of the debt host instrument and have therefore been bifurcated and separately accounted for as derivative financial instruments. The Company will remeasure the fair market value of the derivative liability at each balance sheet date and recognize any change in other expense/(income), net in the consolidated statements of operations. The Company determined the measurement of its derivative liability to be a Level 3 fair value measurement based on management’s estimate of the expected future cash flows required to settle the liabilities. The Company determined the fair value of the derivative liability related to the Convertible Debenture to be approximately $ 21,152 |