Notes Payable and Convertible Promissory Notes | Note 4 – Notes Payable and Convertible Promissory Notes The following table summarizes the Company’s outstanding term loans: Schedule of Outstanding Term Loans (in thousands) September 30, December 30, 2019 Term Loan $ 5,677 $ 5,677 2022 Term Loan 2,222 - Notes payable 7,899 5,677 Unamortized discounts (1,029 ) - Loans payable $ 6,870 $ 5,677 2019 Term Loans During 2019, the Company entered into term loan subscription agreements with certain accredited investors, pursuant to which the Company issued secured promissory notes in the aggregate principal amount of approximately $ 5.7 707,000 The promissory notes accrued interest at a rate of 12% 15% The unpaid principal balance of the notes, plus accrued and unpaid interest thereon, matured on June 28, 2020 On June 26, 2021, the holders of the 2019 Term Loans agreed to subordinate their lien and security interest in the assets of the Company and its subsidiaries as set forth in the Security Agreement dated June 28, 2019, to the holders of the June 2021 convertible notes. On April 19, 2022, a majority of the noteholders of the secured non-convertible promissory notes of the Company issued between June 18, 2019, and August 5, 2019, which matured on August 5, 2020, consented to forbear collection efforts until September 30, 2022. Accordingly, the collateral agent for the note holders in consideration of the signed noteholder agreements agreed to forbear all notes outstanding. ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) The Company recognized approximately $ 212,000 637,000 215,000 637,000 As of September 30, 2022, the Company had approximately $ 2.7 5.7 2.7 2022 Term Loan On May 11, 2022, the Company entered into a Securities Purchase Agreement with investors whereby the Company issued the Purchasers Original Issue Discount Promissory Notes in the aggregate principal amount of $ 2,222,222 222,222 2,000,000 1,111,112 19,231 1,692,200 307,800 The Notes are due on the earliest to occur of (i) the 12-month anniversary of the original issuance date of the Notes, or May 11, 2023, (ii) a financing transaction which results in the Company’s common stock being listed on a national securities exchange, and (iii) an event of default. If an event of default occurs before the Company’s common stock is listed on a national securities exchange, the event of default would require a repayment of 125% of the outstanding principal, accrued interest and other amounts owing thereon unless the Company is trading on a national securities exchange in which case the repayment would be 100%. The Notes bear interest at 8% per annum, subject to an increase to 15% in case of an event of default as provided for therein. In addition, at any time before the 12-month anniversary of the date of issuance of the Notes, the Company may, upon five days’ prior written notice to the Purchaser, prepay all of the then outstanding principal amount of the Notes for cash in an amount equal to the sum of 105% of all amounts due and owing hereunder, including all accrued and unpaid interest. The Warrants are exercisable for a 66 November 11, 2027 0.80 The Company recorded a total debt discount of $ 1,693,000 222,222 307,800 11,820 1,151,000 The Company’s obligations under the Notes are secured by a first priority lien on all of the assets of the Company and its wholly-owned subsidiaries pursuant to a Security Agreement, dated May 11, 2022 and among the Company, its wholly-owned subsidiaries, the Purchasers, and the lead investor as the collateral agent. For the three and nine months ended September 30, 2022, the Company recognized approximately $ 562,300 663,300 45,400 70,600 No As of September 30, 2022, the Company has recorded $ 2,222,222 70,600 1,029,000 Convertible Promissory Notes The following table summarizes the Company’s outstanding convertible notes as of September 30, 2022, and December 31, 2021: Schedule of Convertible Promissory Notes (in thousands) September 30, 2022 December 31, 2021 Convertible Notes $ 1,300 $ 1,516 Unamortized discounts and fees (178 ) (530 ) Convertible notes payable, net $ 1,122 $ 986 Ten convertible notes with outstanding principal of approximately $ 1.1 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) 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 with a principal of $ 550,500 10% 499,950 The Convertible Notes matured on August 5, 2020 10% 18% 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) $ 10.00 70% 60% 1.00 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 The Company recorded a discount related to the Warrants of approximately $ 322,000 30,000 53,000 21,000 38,000 381,000 On March 19, 2021, the holder of the Convertible Note converted $ 25,900 25,900 On July 29, 2021, the holder of the Convertible Note converted $ 27,500 27,500 On August 16, 2021, the holder of the Convertible Note converted $ 25,000 25,000 On September 13, 2021, the holder of the Convertible Note converted $ 32,500 32,500 On October 4, 2021, the holder of the Convertible Note converted $ 26,250 26,250 On November 29, 2021, the holder of the Convertible Note converted $ 31,150 31,151 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) The total note principal and interest converted during the year ended December 31, 2021, was $ 168,300 168,294 554,000 386,000 245,000 245,000 141,000 On January 27, 2022, the conversion price of the notes and warrants was adjusted to be the lower of (x) 60% 0.78 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 21,000 66,800 25,000 76,000 As of September 30, 2022, the Company had accrued interest on the February 2020 Convertible Note of approximately $ 168,000 As of September 30, 2022, the Company remains in default on the repayment of remaining principal of $ 457,359 140 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% 58,055 52,500 5,555 December 26, 2020 10% 14,000 18% 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 $ 0.40 (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 discount recorded is being amortized to interest expense over the life of the loan using the straight-line method. 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 On January 27, 2022, the conversion price of the note was adjusted to the lower of 65% 0.78 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) For both the three and nine-month periods ended September 30, 2022 and September 31, 2021 the Company recognized approximately $ 2,700 7,900 As of September 30, 2022, the Company remains in default on the repayment of principal of $ 58,055 23,500 140% 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% 111,111 100,000 1.40 70% 1.00 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 79,366 1.60 1.00 47,619 57,000 0.16% 262.27% 0.92 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 On January 27, 2022, the exercise price of the notes and warrants was adjusted from the default conversion price of $ 0.98 0.78 35,816 As of September 30, 2022, 162,800 0.78 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 5,100 and $ 15,200 in interest expense for the note, respectively. For the three and nine months ended September 30, 2021, the Company recognized approximately $ 5,000 and $ 14,800 in interest expense including $ 0 and $ 2,600 related to the amortization of debt issuance costs, respectively. For the three and nine-month period ended September 30, 2021, the Company recognized $ 0 and $ 79,000 and related to the amortization of debt discount. As of September 30, 2022, the debt discount and issuance costs for the note were fully amortized. ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) As of September 30, 2022, the Company has outstanding principal of $ 111,111 34,400 As of September 30, 2022, 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 202 On January 31, 2021, the Company issued to an existing investor in and lender to the Company a 10% 52,778 47,500 5,278 1.40 70% 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 37,699 warrants to purchase the Company’s common stock at an exercise price of $ 1.60 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 $ 1.00 and the Company issued an additional 22,619 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 3,000 1,000 0.45% 240.83% The Company also recorded a debt discount related to the convertible debt of approximately $ 2,000 1,000 Total discounts recorded including the original issue discount were approximately $ 35,000 On January 27, 2022, the exercise price of the notes and warrants was adjusted from the default conversion price of $ 0.98 0.78 17,012 As of September 30, 2022, 77,330 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 2,400 7,200 2,900 5,700 100 700 5,600 34,000 As of September 30, 2022, the debt discount and issuance costs on the note were fully amortized. ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) As of September 30, 2022, the Company has outstanding principal of $ 52,778 13,900 As of September 30, 2022, 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% 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% 66,667 60,000 6,667 40,000 five 1.90 The note matured on October 12, 2021. Prior to default, interest accrued on the aggregate unconverted and then outstanding principal amount of the note at the rate of 10% 18% 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 $ 1.50 70% The Company recorded a discount related to the warrants of approximately $ 34,000 3,700 3,000 0.89% 240.64% one On June 25, 2021, the exercise price of the warrants was adjusted to $ 1.50 10,667 11,000 0.92% 247.52% 0.96 On November 4, 2021, the Company issued 7,662 12,500 On November 30, 2021, the exercise price of the warrants was adjusted to $ 1.00 1.00 19,084 On January 27, 2022, the exercise price of the note and warrants was adjusted from the default conversion price of $ 1.05 0.78 0.78 16,147 As of September 30, 2022, 73,398 0.78 During the three-months ended September 30, 2022, the Company repaid $ 25,000 19,500 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 1,800 and $ 7,800 in interest expense for the notes. For the three and nine-month period ended September 30, 2021, the Company recognized approximately $ 19,000 35,000 1,700 3,200 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) As of September 30, 2022, the Company has recorded $ 41,667 13,900 As of September 30, 2022, 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% 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 40,000 three -year warrants to purchase the Company’s common stock at an exercise price of $ 1.90 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 matured 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 $ 1.50 1.60 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 The Company also issued 2,377 5,040 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 3,500 9,300 37,916 15,784 0.48% 302.11% 0.60 On August 11, 2021, the exercise price of the warrants was adjusted to $ 1.50 10,667 25,000 0.81 209 0.57 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) On October 27, 2021, the Company and the institutional investor who holds the convertible promissory note agreed to extend the maturity date of the note by six months to December 25, 2022 for no consideration. On November 30, 2021, the exercise price of the warrants was adjusted to $ 1.00 1.00 25,333 On January 27, 2022, the holder of the June 25, 2021, convertible note converted $ 9,500 421 0.78 12,721 28,000 18,000 23,000 23,000 5,000 0.78 21,436 As of September 30, 2022, 97,436 0.78 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 10,000 29,600 3,400 10,400 30,810 3,000 As of September 30, 2022, the Company has recorded $ 57,000 15,700 9,100 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 40,000 210,000 10,500 5,000 The note matured on August 11, 2022 10% 1.50 1.60 65% 24% ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) 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 five years at a price of $ 1.90 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the warrant. The Company incurred approximately $ 30,000 The Company also issued 7,000 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 10,500 56,454 30,000 17,041 106,505 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% 253% On November 30, 2021, the exercise price of the warrants was adjusted to $ 1.00 1.00 36,000 On January 27, 2022, the conversion price of the notes was adjusted to the lower of $ 0.78 per share, or provided that if the average closing price of the Company’s common stock during any six consecutive trading days is below $1.60, the conversion price shall be reduced to 65% of the lowest trading price during the 20 consecutive trading days immediately preceding the conversion date. In addition, the exercise price of the warrant was adjusted to $ 0.78 per share and the Company issued an additional 21,436 warrants to the holder of the note. Both the conversion price of the note and warrants were adjusted as a result of a convertible note exercise at $ 0.78 per share. On May 12, 2022, the Company repaid $ 135,695 64,305 54,278 September 30, 2022 128,502 45,200 As of September 30, 2022, 97,436 0.78 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 39,900 134,000 6,800 92,000 67,000 30,810 3,000 As of September 30, 2022, the Company has remaining $ 85,000 43,700 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 investor its Original Issue Discount Secured Convertible Promissory Note in the principal amount of $ 220,500 40,000 210,000 10,500 5,000 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) The note matures on August 17, 2022 10% 1.50 1.60 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 five years at a price of $ 1.90 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The Company incurred approximately $ 30,000 5,631 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% On October 27, 2021, the Company and the institutional investor who holds the promissory note agreed to extend the maturity date the notes by Nine months to February 17, 2023 for no consideration. On November 15, 2021, the Company defaulted on certain covenants in the note and the interest rate on the note reset to 24% On November 30, 2021, the exercise price of the warrants was adjusted to $ 1.00 1.00 36,000 On January 27, 2022, the conversion price of the notes was adjusted to the lower of $ 0.78 1.60 65% 0.78 21,436 0.78 As of September 30, 2022, 97,436 0.78 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 35,400 105,000 12,700 37,700 27,200 2,700 As of September 30, 2022, the Company has recorded $ 220,500 53,100 52,800 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) Convertible Promissory Note – October 4, 2021 On October 4, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional investor pursuant to which the Company issued the Buyer a 10 131,250 23,810 110,000 2,977 The Note is due October 4, 2022. The Note provides for interest at the rate of 10 1.50 The warrants are exercisable for three-years from October 4, 2021, at an exercise price of $ 1.90 45,238 The Company incurred approximately $ 15,000 2,173 Due to insufficient authorized shares, the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 564,943 487,052 77,891 The Company recorded a total debt discount of $ 131,250 6,250 15,000 32,109 77,891 On January 2, 2022, the Company defaulted on certain covenants contained in the October 4, 2021, convertible note and the interest rate reset to 16% On January 27, 2022, the exercise price of the note was adjusted to $ 0.78 0.78 On May 12, 2022, the Company repaid $ 83,500 2,977 1,000 11,571 8,428 81,700 For the three months ended September 30, 2022, the Company repaid $ 19,471 476 14,800 As of September 30, 2022, 23,810 1.90 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 33,100 98,200 500 5,700 As of September 30, 2022, the Company has recorded $ 16,708 1,100 Convertible Promissory Note – October 7, 2021 On October 7, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional investor pursuant to which the Company issued the investor a 10% 131,250 23,810 110,000 2,977 2,632 The Note is due October 7, 2022. The Note provides for interest at the rate of 10% 1.50 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) The Warrants are exercisable for six-years from October 7, 2021, at an exercise price of $ 1.90 45,238 The Company incurred approximately $ 15,000 Due to insufficient authorized shares, the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 564,184 487,667 76,517 The Company recorded a total debt discount of $ 131,250 6,250 15,000 33,483 76,517 On January 5, 2022, the Company defaulted on certain covenants contained in the October 7, 2021, convertible note and the interest rate reset to 16% On January 27, 2022, the exercise price of the note was adjusted to $ 0.78 0.78 On May 12, 2022, the Company repaid $ 83,500 2,977 1,000 11,571 8,428 82,900 For the three months ended September 30, 2022, the Company repaid $ 19,471 476 15,200 As of September 30, 2022, 23,810 1.90 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 33,100 98,200 500 5,800 As of September 30, 2022, the Company has recorded $ 16,708 2,200 Convertible Promissory Note – March 15, 2022 On March 15, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional investor pursuant to which the Company issued the investor a 10% 250,000 200,000 50,000 180,000 20,000 2,500 10,000 The Note provides for guaranteed interest at the rate of 10% 25,000 39,285.71 The Note is convertible into shares of common stock at any time following any event of default at the investor’s option at a conversion price of ninety percent (90%) per share of the lowest per-share trading price of the Company; stock during the ten trading day periods before the conversion, subject to certain adjustments. The Company recorded a total debt discount of $ 250,000 50,000 34,384 3,596 162,020 For the three months ended September 30, 2022, the Company repaid $ 67,176 11,396 42,600 For the three and nine months ended September 30, 2022, the Company recognized approximately $ 63,000 137,000 25,000 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Three and Nine Months Ended September 30, 2022 (Unaudited) At September 30, 2022, the Company has recorded $ 182,800 13,600 113,000 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 contained an embedded conversion options 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. Due to the fact that the number of shares of common stock potentially issuable exceed the Company’s authorized share limit as of September 30, 2022, the equity environment was tainted and all convertible debentures and warrants were included in the value of the derivative. In accordance with ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock For the nine-month period ended September 30, 2022, in connection with the issuance of the Notes and warrants, on the initial measurement dates, the fair values of the embedded conversion option of approximately $ 1,422,000 1,314,000 108,000 At the end of the period, the Company revalued the embedded conversion option derivative liabilities. In connection with the initial valuations and these revaluations, the Company recorded a gain from the initial and change in the derivative liabilities fair value of approximately $ 1,534 During the nine months period ended September 30, 2022, the fair value of the derivative liabilities was estimated at issuance and at September 30, 2022, 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) 0.0 1.07 Volatility 147 317.47 % Risk-free interest rate 1.28 4.25 % Other than the effect on the derivative valuation recognized in operations, there was no accounting effect to the ratchet adjustments of certain convertible notes to reduce the conversion price to $ 0.78 | Note 4 – Notes Payable and Convertible Promissory Notes 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 in the aggregate principal amount of approximately $ 5.7 707,000 The promissory notes accrued interest at a rate of 12 15 The unpaid principal balance of the notes, plus accrued and unpaid interest thereon, matured on June 28, 2020 The Company recognized approximately $ 1.2 million in interest expense related to the 2019 Term Loan for the year ended December 31, 2020 including $ 347,000 related to the amortization of debt issuances costs. The Company recognized approximately $ 852,000 in interest expense related to the notes for the year ended December 31, 2021. As of December 31, 2021, the debt discount and issuance costs for this term loan were fully amortized. As of December 31, 2021, the Company had approximately $ 2.0 million of accrued interest on the notes included in accrued expenses and remains in default on the repayment of approximately $ 5.7 million in principal and $ 2.0 Convertible Promissory Notes The following table summarizes the Company’s outstanding convertible notes as of December 31, 2021, and December 31, 2020: Schedule of Convertible Promissory Notes (in thousands) December 31, 2021 December 31, 2020 Convertible Notes $ 1,516 $ 720 Unamortized discounts (530 ) (79 ) Convertible Notes Payable $ 986 $ 641 Eight convertible notes with outstanding principal of approximately $ 1.3 million were in default as of the issuance date of this Report. 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 with a principal of $ 550,500 10 499,950 The Convertible Notes matured on August 5, 2020 . Prior to default, interest accrued 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 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 %. 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) $ 10.00 70 60 1.00 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 The Company recorded a discount related to the Warrants of approximately $ 322,000 , which includes an allocation of original issue discount (“OID”) and issue costs of $ 30,000 and $ 53,000 based on the relative fair value of the instruments as determined by using the Monte-Carlo simulation model. The Company also recorded the remaining debt discount related to the convertible debt OID of approximately $ 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 approximately $ 381,000 . The Company recognized $ 75,000 381,000 38,000 96,000 On March 19, 2021, the holder of the Convertible Note converted $ 25,900 25,900 On July 29, 2021, the holder of the Convertible Note converted $ 27,500 27,500 On August 16, 2021, the holder of the Convertible Note converted $ 25,000 25,000 On September 13, 2021, the holder of the Convertible Note converted $ 32,500 32,500 On October 4, 2021, the holder of the Convertible Note converted $ 26,250 26,250 On November 29, 2021, the holder of the Convertible Note converted $ 31,150 31,151 The total note principal and interest converted during the year ended December 31, 2021, was $ 168,300 and 168,294 common shares issued were valued at fair value based on the quoted trading prices on the conversion dates aggregating approximately $ 554,000 resulting in a loss on debt extinguishment of $ 386,000 . In addition, derivative fair value of $ 245,000 relating to the portion of the Note converted was settled resulting in gain on extinguishment of approximately $ 245,000 . The net loss on extinguishment was approximately $ 141,000 . As of December 31, 2021, the Company had accrued interest on the February 2020 Convertible Note of approximately $ 101,000 As of December 31, 2021, the Company remains in default on the repayment of remaining principal of $ 457,359 and accrued interest on the February 2020 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 . Prior to default, interest accrued 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. On August 5, 2020, the Company defaulted on certain covenants in the loan and the interest rate reset to the default rate of 18 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 $ 0.40 65 50,000 203,000 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 year ended December 31, 2020, the Company recognized approximately $ 5,000 70,000 14,000 11,000 As of December 30, 2021, the Company remains in default on the repayment of principal of $ 58,055 16,000 140 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 10 111,111 100,000 1.40 70 1.00 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 79,366 1.00 47,619 57,000 0.16 262.27 0.92 The Company recorded a discount related to the warrants of approximately $ 66,000 , Including a discount of $ 6,000 and issuance costs of $ 5,000 based on the relative fair value of the instruments as determined by using the Black-Scholes valuation model. The Company recorded a beneficial conversion feature of $ 45,000 related to the note that was credited to additional paid in capital and reduced the carrying amount. The discount recorded is being amortized to interest expense over the life of the loan using the straight-line method. At the commitment date, the actual intrinsic value of the beneficial conversion feature was approximately $ 69,000 . The Company also recorded a debt discount related to the convertible debt of approximately $ 5,000 and debt issuance cost of $ 4,000 using the relative fair value method to be amortized as interest expense over the term of the loan using the straight-line method. For the year ended December 31, 2020, the Company recognized approximately $ 2,000 in interest expense. For the year ended December 31, 2020, the Company recognized $ 41,300 related to the amortization of debt discount including $ 1,300 of debt issuance costs. For the year ended December 31, 2021, the Company recognized approximately $ 17,000 in interest expense. For the year ended December 31, 2021, the Company recognized $ 79,000 related to the amortization of debt discount including debt issuance costs. As of December 31, 2021, the Company has outstanding principal of $ 111,111 19,000 As of December 31, 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 52,778 47,500 5,278 1.40 70 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 37,699 1.60 1.00 22,619 27,000 0.16 262.27 0.97 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 3,000 1,000 0.45 240.83 one year The Company also recorded a debt discount related to the convertible debt of approximately $ 2,000 1,000 Total discounts recorded including the original issue discount were approximately $ 35,000 For year ended December 31, 2021, the Company recognized approximately $ 6,700 35,000 As of December 31, 2021, the Company has outstanding principal of $ 52,778 on the note, and has recorded approximately $ 6,700 of accrued interest included in accrued expenses on the accompanying balance sheet. As of December 31, 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 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 66,667 60,000 6,667 40,000 five The note matured on October 12, 2021 , Prior to default, interest accrued 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. On October 12, 2021, the Company defaulted on the note and the interest rate on the note reset to 18 % per annum. 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 $ 1.50 70 The Company recorded a discount related to the warrants of approximately $ 34,000 3,700 3,000 0.89 240.64 one year On June 25, 2021, the exercise price of the warrants was adjusted to $ 1.50 10,667 11,000 0.92 247.52 0.96 On November 4, 2021, the Company issued 7,662 12,500 On November 30, 2021, the exercise price of the warrants was adjusted to $ 1.00 based on a note conversion at $ 1.00 and the Company issued an additional 19,084 warrants to the note holder. For the year ended December 31, 2021, the Company recognized approximately $ 6,100 37,500 As of December 31, 2021, the Company has recorded $ 66,667 6,100 As of December 31, 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 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 40,000 three -year warrants to purchase the Company’s common stock at an exercise price of $ 1.90 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 one year from issuance 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 $ 1.50 1.60 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 The Company also issued 2,377 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 3,500 9,300 37,916 15,784 0.48 302.11 0.60 On August 11, 2021, the exercise price of the warrants was adjusted to $ 1.50 10,667 25,000 0.81 209 0.57 On October 27, 2021, the Company and the institutional investor who holds the convertible promissory note agreed to extend the maturity date of the note by six months to December 25, 2022 for no consideration. On November 30, 2021, the exercise price of the warrants was adjusted to $ 1.00 1.00 and the Company issued an additional 25,333 warrants to the note holder. For the year ended December 31, 2021, the Company recognized approximately $ 27,800 5,800 At December 31, 2021, the Company has recorded $ 66,500 of outstanding principal and approximately $ 5,700 of accrued interest and $ 38,700 of unamortized discount and issuance expenses. 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 40,000 210,000 10,500 5,000 The note matured one year 10 % per annum, payable at maturity, and is convertible into common stock of the Company at a price of $ 1.50 per share, subject to anti-dilution adjustments in the event of certain corporate events as set forth in the Note, provided that if the average closing price of the Company’s common stock during any Nine consecutive trading days is below $1.60, the conversion price shall be reduced to 65 % of the lowest trading price during the 20 consecutive trading days immediately preceding the conversion date. On November 9, 2021, the Company defaulted on certain covenants in the note and the interest rate on the note reset to 24 % per annum. 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 five years at a price of $ 1.90 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The Company incurred approximately $ 30,000 The Company also issued 7,000 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 10,500 56,454 30,000 17,041 106,505 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 0.81 253 one year On November 30, 2021, the exercise price of the warrants was adjusted to $ 1.00 based on a note conversion at $ 1.00 and the Company issued an additional 36,000 warrants to the note holder. For the year ended December 30, 2021, the Company recognized approximately $ 86,400 15,800 At December 31, 2021, the Company has remaining $ 220,500 15,800 134,100 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 investor its Original Issue Discount Secured Convertible Promissory Note in the principal amount of $ 220,500 40,000 210,000 10,500 5,000 The note matures one year 10 1.50 1.60 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 five years at a price of $ 1.90 per share, subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant The Company incurred approximately $ 30,000 5,631 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 On October 27, 2021, the Company and the institutional investor who holds the promissory note agreed to extend the maturity date the notes by six months to February 17, 2023 for no consideration. On November 15, 2021, the Company defaulted on certain covenants in the note and the interest rate on the note reset to 24 On November 30, 2021, the exercise price of the warrants was adjusted to $ 1.00 based on a note conversion at $ 1.00 and the Company issued an additional 36,000 warrants to the note holder. For the year ended December 31, 2021, the Company recognized approximately $ 62,600 15,400 At December 31, 2021, the Company has recorded $ 220,500 15,400 157,900 Convertible Promissory Note – October 4, 2021 On October 4, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional investor pursuant to which the Company issued the Buyer a 10 % Convertible Redeemable Note in the principal amount of $ 131,250 and a six-year warrant to purchase 23,810 shares of common stock of the Company for which the Company received proceeds of $ 110,000 . In addition, the Company entered into a Registration Rights Agreement with the investor and issued the investor 2,977 common shares as a commitment fee. The Note is due October 4, 2022. The Note provides for interest at the rate of 10 % per annum, payable in seven equal monthly payments beginning on August 15, 2022 through the maturity date. The Note is convertible into shares of common stock at any time following the date of cash payment at the Buyer’s option at a conversion price of $ 1.50 per share, subject to certain adjustments. The Warrants are exercisable for three-years from October 4, 2021, at an exercise price of $ 1.90 per share, subject to certain adjustments, which exercise price may be paid on a cashless basis. The aggregate exercise price is $ 45,238 The Company incurred approximately $ 15,000 2,173 Due to the lack of authorized shares, the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 564,943 with $ 487,052 charged to derivative expense and $ 77,891 recorded as a debt discount. The Company recorded a total debt discount of $ 131,250 6,250 15,000 32,109 77,891 For the year ended December 31, 2021, the Company recognized approximately $ 32,000 3,200 At December 31, 2021, the Company has recorded $ 131,250 3,200 99,200 Convertible Promissory Note – October 7, 2021 On October 7, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with an institutional investor pursuant to which the Company issued the investor a 10 % Convertible Redeemable Note in the principal amount of $ 131,250 and a three-year warrant to purchase 23,810 shares of common stock of the Company for which the Company received proceeds of $ 110,000 . In addition, the Company entered into a Registration Rights Agreement with the investor and issued the investor 2,977 common shares as a commitment fee and an additional 2,632 shares as a commission to the broker. The Note is due October 7, 2022. The Note provides for interest at the rate of 10 % per annum, payable at maturity. The Note is convertible into shares of common stock at any time following the date of cash payment at the Buyer’s option at a conversion price of $1.50 per share, subject to certain adjustments. The Warrants are exercisable for three-years from October 7, 2021, at an exercise price of $ 1.90 per share, subject to certain adjustments, which exercise price may be paid on a cashless basis. The aggregate exercise price is $ 45,238 The Company incurred approximately $ 15,000 in debt issuance costs. Due to the lack of authorized shares, the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 564,184 with $ 487,667 charged to derivative expense and $ 76,517 recorded as a debt discount. The Company recorded a total debt discount of $ 131,250 6,250 33,483 76,517 For the year ended December 31, 2021, the Company recognized approximately $ 30,900 3,100 At December 31, 2021, the Company has recorded $ 131,250 3,100 100,300 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 options 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. Due to the fact that the number of shares of common stock issuable exceed the Company’s authorized share limit as of December 31, 2021, the equity environment was tainted and all convertible debentures and warrants were included in the value of the derivative. Accordingly, for existing embedded conversion options and existing warrants that were not previously accounted for as derivatives, the Company reclassified $ 3,462,000 Derivatives and Hedging – Contracts in an Entity’s Own Stock During the year ended December 31, 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 approximately $ 2.0 million was recorded as derivative liabilities of which $ 377,269 was allocated as a debt discount and $ 1,593,978 as derivative expense. At the end of the period, the Company revalued the embedded conversion option derivative liabilities. In connection with the initial valuations and these revaluations, the Company recorded a loss from the initial and change in the derivative liabilities fair value of approximately $ 4.1 million for the year ended December 31, 2021. During the year ended December 31, 2021, the fair value of the derivative liabilities was estimated at issuance and at the December 31, 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 to 1 year Volatility 247 % to 412 % Risk-free interest rate 0.07 % to 1.26 % Other than the effect on the derivative valuation recognized in operations, there was no accounting effect to the ratchet adjustments of certain convertible notes to reduce the conversion price to $ 1.00 |