Notes Payable | Note 2 – Notes Payable 2019 Term Loan During 2019, the Company entered into term loan subscription agreements with certain accredited investors, pursuant to which the Company issued secured promissory notes (the “Notes”) in the aggregate principal amount of approximately $ 5.7 million. The Company paid $ 707,000 The Notes accrue interest at a rate of 12% The unpaid principal balance of the Notes, plus accrued and unpaid interest thereon, matured on June 28, 2020 On December 28, 2019, the Company defaulted on the initial interest payment on the loan and the interest rate per annum increased to the default rate of 15% The Company recognized approximately $ 215,000 and $ 986,000 in interest expense related to Notes for the three and nine months ended September 30, 2020, including $ 0 and $ 347,000 related to the amortization of debt issuance costs. The Company recognized approximately $ 215,000 and $ 637,000 As of September 30, 2021, the Company had approximately $ 1.8 million of accrued interest on the Notes included in accrued expenses and remains in default on the repayment of approximately $ 5.7 in principal and interest on the Notes. CONVERTIBLE PROMISSORY NOTES The following table summarizes the Company’s outstanding convertible notes as of September 30, 2021, and December 31, 2020: Schedule of Convertible Promissory Notes (in thousands) September 30, 2021 December 31, 2020 Convertible Notes $ 1,296 $ 720 Unamortized discounts (434 ) (79 ) Convertible Notes Payable $ 862 $ 641 Five convertible notes with outstanding principal of approximately $ 788,000 Secured Convertible Promissory Note – February 2020 On February 5, 2020, the Company entered into a Securities Purchase Agreement with accredited investors and issued the investors, (i) original issue discount Convertible Promissory Notes (the “Convertible Notes”), with a principal of $ 550,500 issued at a 10% original issue discount, for a total purchase price of $ 499,950 , and (ii) warrants to purchase up to such number of shares of the common stock of the Company as is equal to the product obtained by multiplying 1.75 by the quotient obtained by dividing (A) the principal amount of the Notes by (B) the then applicable conversion price of the Notes. The maturity date was August 5, 2020. Interest shall accrue to the Holders on the aggregate unconverted and then outstanding principal amount of the Notes at the rate of 10% per annum, calculated on the basis of a 360-day year and accrues daily. On or after May 5, 2020, until the Convertible Notes are no longer outstanding, the Convertible Notes are convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the noteholder. The conversion price is the lower of: (i) $ 0.50 per share of Common Stock and (ii) 70% of the volume weighted average price of the Common Stock on the trading market on which the Common Stock is then listed or quoted for trading for the prior ten (10) trading days (as adjusted for stock splits, stock combinations and similar events); provided, that if the Notes are not prepaid on or before May 5, 2020, then the conversion price shall be the lower of (x) 60% of the conversion price as calculated above or (y) $ 0.05 (as adjusted for stock splits, stock combinations and similar events). The conversion price of the Convertible Notes shall also be adjusted as a result of subsequent equity sales by the Company, with customary exceptions. The exercise price of the Warrants shall be equal to the conversion price of the Convertible Notes, provided, that on the date that the Convertible Notes are no longer outstanding, the exercise price shall be fixed at the conversion price of the Convertible Notes on such date, with the exercise price of the Warrants thereafter (and the number of shares of Common Stock issuable upon the exercise thereof) being subject to adjustment as set forth in the Warrants. The warrants have a 5 -year term. The Company recorded a discount related to the Warrants of approximately $ 322,000 , which includes an allocation of OID and issue costs of $ 30,000 53,000 21,000 and debt issuance costs of $ 38,000 using the relative fair value method to be amortized as interest expense over the term of the loan using the straight-line method. Total discounts recorded were $ 380,593 On June 15, 2020, the Company defaulted on certain covenants in the 2020 term loan and the interest rate reset to the default rate of 18% The Company recognized $ 31,000 and $ 86,000 in interest expense related to the notes for the three and nine months ended September 30, 2020, respectively including $ 7,000 and $ 38,000 related to the amortization of debt issuance costs. The Company amortized $ 67,000 and $ 343,000 of debt discount for the three and nine months ended September 30, 2020, respectively. The Company recognized approximately $ 25,000 and $ 75,000 in interest expense related to the notes for the three and Nine months ended September 30, 2021, respectively. As of September 30, 2021, the debt discounts for this Convertible Note were fully amortized. On March 19, 2021, the holder of the Convertible Note converted $ 25,900 of interest into 518,000 shares of common stock. On July 29, 2021, the holder of the Convertible Note converted $ 27,500 of interest into 550,000 shares of common stock. On August 16, 2021, the holder of the Convertible Note converted $ 25,000 of principal and interest into 500,000 shares of common stock. On September 13, 2021, the holder of the Convertible Note converted $ 32,500 of principal and interest into 650,000 shares of common stock. The total note principal and interest converted during the nine months ended September 30, 2021 was $ 110,900 2,218,000 379,422 268,522 91,890 91,890 176,632 2,218,000 During the quarter ended September 30, 2021, the Company reclassified the warrant and conversion feature on the note from equity and recognized approximately $ 2.0 As of September 30, 2021, the Company had accrued interest on the Convertible Note of approximately $ 90,000 . As of September 30, 2021, the Company remains in default on the repayment of remaining principal of $ 499,615 and accrued interest on the Convertible Notes. Upon demand for repayment at the election of the holder, the holder of the Convertible Note is due 140% of the aggregate of outstanding principal, interest, and other expenses due in respect of this Convertible Note. The 40% premium will be recorded once a demand occurs Secured Convertible Promissory Note – June 2020 On June 26, 2020, the Company issued to an existing investor in the Company a 10% original issue discount Senior Secured Convertible Promissory Note with a principal of $ 58,055 , for a purchase price of $ 52,500, net of the original issue discount of $5,555 . The Convertible Note matured on December 26, 2020. Interest accrues on the aggregate unconverted and then outstanding principal amount of the Note at the rate of 10% per annum, calculated on the basis of a 360-day year. The Company incurred approximately $ 14,000 in debt issuance costs. The Note is convertible, in whole or in part, into shares of common stock of the Company at the option of the noteholder at a conversion price of $ 0.02 (as adjusted for stock splits, stock combinations and similar events); provided, that if an event of default has occurred under the Note, then the conversion price shall be 65% of the lowest closing bid price of the Company’s common stock as reported on its principal trading market for the twenty consecutive trading day period ending on (and including) the trading day immediately preceding the date on which the conversion notice was delivered. The conversion price shall also be adjusted for subsequent equity sales by the Company. Because the share price on the commitment date was in excess of the conversion price, the Company recorded a beneficial conversion feature of $ 50,000 related to this note that was credited to additional paid in capital and reduced the carrying amount. At the commitment date, the actual intrinsic value of the beneficial conversion feature was approximately $ 203,000 The obligations of the Company under the Note are secured by a senior lien and security interest in all of the assets of the Company and certain of its wholly-owned subsidiaries pursuant to the terms and conditions of a Security Agreement dated June 26, 2020 by the Company in favor of the noteholder. In connection with the issuance of the Note, the holders of the secured promissory notes that the Company issued to select accredited investors between June 28, 2019 and August 5, 2019 in the aggregate principal amount of approximately $ 5.7 For the three and nine months ended September 30, 2020, the Company recognized approximately $ 9,000 and $ 10,000 in interest expense including $ 7,000 and $ 8,000 related to the amortization of debt issuance costs, respectively. For the three and nine months ended September 30, 2020, the Company recognized $ 28,000 and $ 30,000 On August 5, 2020, the Company defaulted on certain covenants in the loan and the interest rate reset to the default rate of 18% For the three and nine months ended September 30, 2021, the Company recognized approximately $ 3,000 and $ 8,000 As of September 30, 2021, the Company remains in default on the repayment of principal of $ 58,055 and approximately $ 13,000 in accrued interest on the notes. Upon demand for repayment at the election of the holder, the holder of the note is due 140% of the aggregate of outstanding principal, interest, and other expenses due in respect of this Note. The 40% premium will be recorded once a demand occurs. Secured Convertible Promissory Note – October 2020 On October 30, 2020, the Company issued to an existing investor in and lender to the Company a 10% original issue discount senior secured convertible promissory note with a principal of $ 111,111 , for a purchase price of $ 100,000 0.07 (as adjusted for stock splits, stock combinations and similar events); provided, that if an event of default has occurred under the Note, then the conversion price shall be 70% of then conversion price. The conversion price of the notes is subject to anti-dilution price protection and on March 19, 2021, the conversion price of the notes was adjusted to $ 0.05 The obligations of the Company under the note are secured by a senior lien and security interest in all of the assets of the Company. The Company recorded approximately $ 9,000 The interest rate on the note was 10% 18% Additionally, the Company issued the noteholder 1,587,301 warrants to purchase the Company’s common stock at $ 0.08 per share subject to certain adjustments as defined in the agreement. Until the Notes are no longer outstanding, the warrants have full-ratchet protection, are exercisable for a period of five years, and contain customary exercise limitations. On March 19, 2021, the exercise price of the warrants was adjusted to $ 0.05 and the Company issued an additional 634,919 warrants to the note holder. The Company recorded approximately $ 57,000 0.16% , volatility of 262.27% , and expected term of 0.92 years in calculating the fair value of the warrants. The Company recorded a discount related to the warrants of approximately $ 66,000 6,000 5,000 45,000 69,000 5,000 4,000 For the three and nine months ended September 30, 2021, the Company recognized approximately $ 5,000 15,600 0 2,600 0 79,000 During the quarter ended September 30, 2021, the Company reclassified the warrant and conversion feature on the note from equity and recognized approximately $ 76,000 As of September 30, 2021, the Company has outstanding principal of $ 111,111 13,000 As of September 30, 2021, the Company remains in default on the repayment of principal and interest on the notes. Upon demand for repayment at the election of the holder, the holder of the note is due 125% The 25% premium will be recorded once a demand occurs Secured Convertible Promissory Note – January 2021 On January 31, 2021, the Company issued to an existing investor in and lender to the Company a 10% original issue discounted Senior Secured Convertible Promissory Note with a principal of $ 52,778 , for a purchase price of $ 47,500 , net of original issue discount of $ 5,278 The Note is convertible into shares of common stock of the Company at the option of the noteholder at a conversion price of $ 0.07 (as adjusted for stock splits, stock combinations and similar events); provided, that if an event of default has occurred under the Note, then the conversion price shall be 70% of the then conversion price. The conversion price of the notes is subject to anti-dilution price protection and will be adjusted upon subsequent equity sales by the Company. The obligations of the Company under the Note are secured by a senior lien and security interest in all assets of the Company. Additionally, the Company issued to the investor 753,968 warrants to purchase the Company’s common stock at an exercise price of $ 0.08 per share subject to certain adjustments as defined in the agreement. Until the Notes are no longer outstanding, the warrants have full-ratchet protection, are exercisable for a period of five years, and contain customary exercise limitations. On March 19, 2021, the exercise price of the warrants was adjusted to $ 0.05 and the Company issued an additional 301,592 warrants to the note holder. The Company recorded approximately $ 27,000 as a deemed dividend upon the repricing based upon the change in fair value of the warrants using a binomial valuation model. The Company used a risk-free rate of 0.16 %, volatility of 262.27 %, and expected term of 0.97 years in calculating the fair value of the warrants. The Company recorded approximately $ 2,000 The interest rate on the note was 10% 18% The Company recorded a discount related to the warrants of approximately $ 32,000 , which includes an allocated original issue discount, of $ 3,000 and allocated issuance costs of $ 1,000 based on the relative fair value of the instruments as determined by using the Black-Scholes valuation model. The assumptions used in the Black-Scholes model were a risk-free rate of 0.45% , volatility of 240.83% , and an expected term of one year in calculating the fair value of the warrants. The Company also recorded a debt discount related to the convertible debt of approximately $ 2,000 remaining original issue discount and remaining debt issuance cost of $ 1,000 using the relative fair value method to be amortized as interest expense over the term of the loan using the straight-line method. Total discounts recorded including the original issue discount wer approximately $ 35,000 For the three and nine-month periods ended September 30, 2021, the Company recognized approximately $ 2,900 5,700 100 700 5,600 34,000 As of September 30, 2021, the Company has outstanding principal of $ 52,778 5,000 As of September 30, 2021, the Company remains in default on the repayment of principal and accrued interest on the notes. Upon demand for repayment at the election of the holder, the holder of the note is due 125% of the aggregate of outstanding principal, interest, and other expenses due in respect of this Note. The 25% premium will be recorded once a demand occurs Secured Convertible Promissory Note – April 2021 On April 12, 2021, the Company issued to an accredited investor in and lender to the Company a 10% original issue discounted Senior Secured Convertible Promissory Note with a principal amount of $ 66,667 , for a purchase price of $ 60,000 net of an original discount of $ 6,667 . Additionally, the Company issued to the investor 800,000 five -year warrants to purchase the Company’s common stock at an exercise price of $ 0.095 per share. The warrants have full ratchet protection. The note matured on October 12, 2021 , Interest accrues on the aggregate unconverted and then outstanding principal amount of the note at the rate of 10% per annum, calculated on-the-basis of a 360-day year. The Note is convertible, in whole or in part, at any time, and from time to time, into shares of the common stock of the Company at the option of the noteholder at a conversion price of $ 0.075 70% The Company recorded a discount related to the warrants of approximately $ 34,000, which includes approximately $ 3,700 of OID discount allocated under the relative fair value method, and a remaining discount related to the OID of $ 3,000 based on the relative fair value of the instruments. The fair value of the warrants on which the relative fair value is based was determined by using the Black-Scholes valuation model. The assumptions used in the Black-Scholes model were a risk-free rate of 0.89% , volatility of 240.64% , and an expected term of one year in calculating the fair value of the warrants. On June 25, 2021, the exercise price of the warrants was adjusted to $ 0.075 88,893 11,000 0.92% 247.52% 0.96 For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 19,000 35,000 1,700 3,200 As of September 30, 2021, the Company has recorded $ 66,667 of principal and approximately $ 2,400 of unamortized debt discount and $ 3,200 of accrued interest for the note on the accompanying balance sheet. On October 12, 2021, the Company defaulted on the note and the interest rate on the note reset to 18% per annum. Upon default, and upon demand for repayment at the election of the holder, the holder of the note is due 125% of the aggregate of outstanding principal, interest, and other expenses due in respect of this note. The 25% premium will be recorded once a demand occurs Secured Convertible Promissory Note – June 2021 On June 25, 2021, the Company issued to an accredited investor in and lender to the Company a 5% original issue discounted Senior Secured Convertible Promissory Note with a principal amount of $ 66,500 , for a purchase price of $ 63,000 , net of an original issue discount of $ 3,500 . Additionally, the Company issued to the investor 800,000 three -year warrants to purchase the Company’s common stock at an exercise price of $ 0.095 per share. Upon subsequent down-round equity sales by the Company, the number of shares issuable upon exercise of the Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain $ 76,000 which is a full ratchet price protection provision The note matures on June 25, 2022 10% The Note is convertible, in whole or in part, at any time, and from time to time, into shares of the common stock of the Company at the option of the noteholder at a conversion price of $ 0.075 65% The obligations of the Company under the Note are secured by a senior lien and security interest in all assets of the Company. The Company incurred approximately $ 9,300 in debt issuance costs. The company also issued 47,547 shares of common stock as a commission fee to the investment banker. The fair value of the common stock which was approximately $ 5,040 was recorded as debt issuance expense. Due to the variability in the conversion price of the Note the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 102,823 87,039 15,784 Total discounts recorded were $ 66,500 The Company recorded an original issue discount of $ 3,500 , a discount of $ 9,300 for issuance costs, a discount related to the warrants of approximately $ 37,916 and a discount related to the derivative of $ 15,784 based on the relative fair value of the instruments. The warrant fair value on which the relative fair value was based was determined by using a simple binomial lattice model. The assumptions used in the model were a risk-free rate of 0.48% , volatility of 302.11% , and an expected term of 0.60 years in calculating the fair value of the warrants. On August 11, 2021, the exercise price of the warrants was adjusted to $ 0.075 213,333 25,000 0.81 209% 0.57 For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 13,000 18,000 4,000 At September 30, 2021, the Company has recorded $ 66,500 4,000 49,000 Convertible Promissory Note – August 11, 2021 On August 11, 2021, the Company entered into a Securities Purchase Agreement with an accredited institutional investor pursuant to which the Company issued to the investor its Original Issue Discount Secured Convertible Promissory Note in the principal amount of $ 220,500 and warrants to purchase 800,000 shares of the common stock of the Company for which the Company received consideration of $ 210,000 net of an original issued discount of $ 10,500 . In addition, the Company entered into a Registration Rights Agreement with the investor and issued the investor 100,000 common shares as a commitment fee. The note matures one year 10% 0.075 65% In addition to customary anti-dilution adjustments the Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such shares or common share equivalents were sold. The Warrants are initially exercisable for a period of three years at a price of $ 0.095 The Company incurred approximately $ 30,000 in debt issuance costs. The Company also issued 140,000 shares of common stock to the investment banker as a commission on the note. Due to the variability in the conversion price of the Note the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 340,893 234,388 106,505 The Company recorded a total debt discount of $ 220,500 including an original issue discount of $ 10,500 , a discount related to the warrants of approximately $ 56,454 a discount related to issuance costs of $ 30,000 and a discount related to the issuance of common stock of approximately $ 17,041 , and a $ 106,505 discount related to the initial derivative value of the embedded conversion feature on the note all based on the relative fair value of the instruments, The fair value of the warrants on which the relative fair value was based was determined by using a simple binomial lattice model. The assumptions used in the model were a risk-free rate of 0.81% , volatility of 253% , and an expected term of one year in calculating the fair value of the warrants. The discounts are being amortized over the term of the convertible note. For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 30,810 for the amortization of the debt discount. For both the three and nine-month periods ended September 30, 2021, the Company recognized approximately $ 3,000 in interest expense. At September 30, 2021, the Company has remaining $ 220,500 of outstanding principal and approximately $ 3,000 of accrued interest and $ 190,000 of unamortized discount. Convertible Promissory Note – August 17, 2021 On August 17, 2021, the Company entered into a Securities Purchase Agreement with an accredited institutional investor pursuant to which the Company issued to the Buyer its Original Issue Discount Secured Convertible Promissory Note in the principal amount of $ 220,500 and warrants to purchase 800,000 shares of the common stock of the Company for which the Company received consideration of $ 210,000 net of original discount of $10,500 . In addition, the Company entered into a Registration Rights Agreement with the Buyer and issued the Buyer 100,000 common shares as a commitment fee. The note matures one year 10% 0.075 65% In addition to customary anti-dilution adjustments the Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such shares or common share equivalents were sold. The Warrants are initially exercisable for a period of three years at a price of $ 0.095 The Company incurred approximately $ 30,000 in debt issuance costs. The Company also issued 112,601 shares of common stock to the investment banker as a commission on the note. Due to the variability in the conversion price of the Note, the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 398,404 297,833 100,571 The Company recorded a total debt discount of $ 220,500 10,500 62,220 30,000 17,209 100,571 The fair value of the warrants on which the relative fair value was based was determined by using a simple binomial lattice model. The assumptions used in the model were a risk-free rate of 0.77 254 one year At September 30, 2021, the Company has recorded $ 220,500 3,000 193,000 Derivative Liabilities Pursuant to Convertible Notes and Warrants In connection with the issuance of the unrelated party convertible notes (collectively referred to as “Notes”) and warrants (collectively referred to as “Warrants”), discussed above, the Company determined that the terms of certain Notes and Warrants contain an embedded conversion option to be accounted for as derivative liabilities due to the holder having the potential to gain value upon conversion and provisions which includes events not within the control of the Company. In accordance with ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock During the nine months ended September 30, 2021, in connection with the issuance of the Notes and Warrants, on the initial measurement dates, the fair values of the embedded conversion options of $ 842,120 222,860 619,260 At the end of the period, the Company revalued the embedded conversion option derivative liabilities. In connection with these revaluations, the Company recorded a loss from the change in the derivative liabilities fair value of approximately $ 3.1 During the nine months ended September 30, 2021, the fair value of the derivative liabilities was estimated at issuance and at the September 30, 2021, using the Binomial Lattice valuation model with the following assumptions: Schedule of Fair Value of Derivative Liabilities Estimated Issuance and Valuation Mode Dividend rate — % Term (in years) 0.01 1 Volatility 247% 412 % Risk-free interest rate 0.07% 0.87 % For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 27,000 for the amortization of debt discount. For both the three and nine-month periods ended September 30, 2021, the Company recognized approximately $ 3,000 in interest expense. |