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) December 31, 2022 December 31, 2021 2019 Term Loan $ 5,677 $ 5,677 2022 Term Loan 2,365 - Notes payable 8,042 5,677 Unamortized discounts and fees (709 ) - Loans payable $ 7,333 $ 5,677 As of December 31, 2021 and 2022, the 2019 Term Loan was in default. 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 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. On November 16, 2022, holders of outstanding promissory notes representing a majority of the outstanding principal and accrued interest of the Notes, agreed to amend the Notes to make them automatically convertible into units consisting of a new series of convertible preferred stock and warrants upon an uplisting financing transaction in which the Company’s common stock is listed on The Nasdaq Capital Market or the NYSE American, in exchange for the Holders agreeing to forbear repayment of their Notes and accrued interest until the Uplisting Transaction has been completed. ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 The terms for the amendment of the Notes include no less than the following: ● The Notes will automatically convert upon the Uplisting Transaction into the Preferred Stock at 90% ● In addition, each Holder will receive 0.3 1.00 ● The shares of Preferred Stock will be subject to a six-month lock-up period from date of issuance; and ● The Company has agreed to register the Holders’ sale of the shares of common stock issuable upon conversion The shares of the Preferred Stock will be entitled to vote on an as-converted-to-common basis together with the Company’s common stock. The shares of the Preferred Stock will automatically convert into shares of common stock upon expiration of the lock-up period at the conversion price of a percentage of a 30-day VWAP of common stock. The interest on the Notes, as accrued through the date of conversion, will convert into common stock at the offering price for the up-list transaction. The Company recognized approximately $ 852,000 As of December 31, 2022, the Company had approximately $ 2.9 5.7 2.9 2022 Term Loan - May 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 1,151,137 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 year ended December 31, 2022, the Company recognized approximately $ 1.1 116,000 No As of December 31, 2022, the Company has recorded $ 2,222,222 116,000 603,000 2022 Term Loan – December On December 14, 2022, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company issued and sold the investor a non-convertible Original Issue Discount Senior Secured Promissory Note in the principal amount of $ 142,857 158,537 100,000 82,400 17,600 42,857 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 unpaid principal amount of this Note, together with any interest accrued but unpaid thereon, may, at the sole discretion of the Company, be converted into shares of a new class of convertible preferred stock of the Company on the closing date on which the Company completes a public offering for cash of common stock and/or common stock equivalents which results in the listing of the Company’s common stock on a “national securities exchange” as defined in the Securities Exchange Act of 1934 (a “Qualified Financing”) The Warrants are exercisable for a 66 June 15, 2028 0.82 The Company recorded a total debt discount of $ 111,523 42,857 17,600 51,066 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 year ended December 31, 2022, the Company recognized approximately $ 5,500 563 No Convertible Promissory Notes The following table summarizes the Company’s outstanding convertible notes as of December 31, 2022, and December 31, 2022: Schedule of Convertible Promissory Notes (in thousands) December 31, 2022 December 31, 2021 Convertible Notes $ 1,319 $ 1,516 Unamortized discounts (67 ) (530 ) Convertible notes payable, net $ 1,252 $ 986 All convertible notes including accrued interest were in default as of the issuance date of this Report. As of December 31, 2022 accrued interest totaled $ 442,000 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 $ 168,300 168,294 554,000 386,000 245,000 245,000 141,000 On January 27, 2022, the conversion price of the notes and warrants was adjusted to be the lower of (x) 60% 0.78 The Company recognized $ 87,900 96,000 As of December 31, 2022, the Company had accrued interest on the February 2020 Convertible Note of approximately $ 189,100 As of December 31, 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 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 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 YEARS ENDED DECEMBER 31, 2022 AND 2021 For the year ended December 31, 2022, and December 31, 2021, the Company recognized approximately $ 10,600 As of December 31, 2022, the Company remains in default on the repayment of principal of $ 58,055 26,200 140% 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 December 31, 2022, 162,800 0.78 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 For the year ended December 31, 2022, the Company recognized approximately $ 20,300 17,300 79,000 As of December 31, 2022, the Company has outstanding principal of $ 111,111 39,500 As of December 31, 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 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% 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 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 December 31, 2022, 77,330 0.78 For year ended December 31, 2022, the Company recognized approximately $ 9,600 6,700 35,000 As of December 31, 2022, the Company has outstanding principal of $ 52,778 16,400 As of December 31, 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 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 December 31, 2022, 73,398 0.78 During the year ended December 31, 2022, the Company repaid $ 25,000 19,500 For the year ended December 31, 2022, the Company recognized approximately $ 10,400 6,100 37,500 As of December 31, 2022, the Company has recorded $ 41,667 16,500 As of December 31, 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% 66,500 63,000 3,500 40,000 three 1.90 76,000 The note matures one year from issuance, or such earlier date as the note is required or permitted to be repaid. Interest shall accrue on the aggregate unconverted and then outstanding principal amount of the note at the rate of 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. ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 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 On December 25, 2022, the Company defaulted on the extended maturity date of the note. As of December 31, 2022, 97,436 0.78 For the year ended December 31, 2022, the Company recognized approximately $ 38,700 14,000 27,800 5,800 At December 31, 2022, the Company has recorded $ 57,000 19,100 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 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 The note matured in August 2021 and absent an event of default provides for an interest rate of 10% 1.50 1.60 65% 24% 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 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 1.60 65% 0.78 21,436 0.78 On May 12, 2022, the Company repaid $ 135,695 64,305 54,278 September 30, 2022 128,502 45,200 As of December 31, 2022, 97,436 0.78 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 For the year ended December 31, 2022, the Company recognized approximately $ 134,100 97,300 86,400 15,800 At December 31, 2022, the Company has remaining $ 84,800 of outstanding principal and approximately $ 48,800 of accrued interest. As of December 31, 2022, the debt discount on the note was fully amortized. 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 from issuance and provides for an interest rate of 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 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 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% ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 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 December 31, 2022, 97,436 0.78 For the year ended December 31, 2022, the Company recognized approximately $ 140,600 50,400 62,600 15,400 At December 31, 2022, the Company has recorded $ 220,500 65,800 17,300 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 the lack of authorized shares, the embedded conversion option has been bifurcated and reflected as a derivative liability with an initial fair value of $ 564,943 487,052 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 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 On May 12, 2022, the Company repaid $ 83,500 2,977 1,000 31,042 8,905 96,000 For the year ended December 31, 2022, the Company recognized approximately $ 99,200 6,500 32,000 3,200 At December 31, 2022, the Company has recorded approximately $ 16,700 811 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 The warrants are exercisable for three-years from October 7, 2021, at an exercise price of $ 1.90 45,238 The Company incurred approximately $ 15,000 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 $ 564,184 487,667 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 31,042 8,905 98,000 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 For the year ended December 31, 2022, the Company recognized approximately $ 100,300 6,600 30,900 3,100 At December 31, 2022, the Company has recorded $ 16,700 811 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 On September 16, 2022 the Company default on the repayment of the note and the interest rate reset to 18 32,000 For the year ended December 31, 2022, the Company repaid $ 97,176 11,396 68,600 For the year ended December 31, 2022, the Company recognized approximately $ 200,000 30,700 As of December 31, 2022, the Company has recorded $ 202,300 2,000 50,000 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 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 that may be issuable for warrants and notes with variable conversion features may exceed the Company’s authorized share limit as of December 31, 2022, 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 ADHERA THERAPEUTICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 During the year ended December 31, 2022, 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 $ 1.6 derivative liabilities 1.4 191,000 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 loss from the initial and change in the derivative liabilities fair value of approximately $ 2.3 During the year ended December 31, 2022, the fair value of the derivative liabilities was estimated at issuance and at the December 31, 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) 0.00 1.09 Volatility 177.5 315 % Risk-free interest rate 1.28 4.73 % 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 |