Debt (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Schedule of Convertible Debts and Outstanding Balances |
Schedule
of Convertible Debts and Outstanding Balances
|
|
September
30, 2023 |
|
|
December
31, 2022 |
|
Holders |
|
Interest
Rate |
|
|
Conversion
Price |
|
|
Principal |
|
|
Interest
Rate |
|
|
Conversion
Price |
|
|
Principal |
|
Main Investor |
|
|
10 |
% |
|
$ |
2.50
(1) |
|
|
$ |
8,586,750 |
|
|
|
10 |
% |
|
$ |
2.50
(1 |
) |
|
$ |
9,393,150 |
|
Others |
|
|
0
to 24 |
% |
|
$ |
2.50
(2) or $7.50 |
|
|
|
10,379,763 |
|
|
|
0
to 24 |
% |
|
$ |
2.50
(2) or $7.50 |
|
|
|
8,886,036 |
|
Totals |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
18,279,186 |
|
Discount |
|
|
|
|
|
|
|
|
|
|
744,393 |
|
|
|
|
|
|
|
|
|
|
|
455,517 |
|
Net |
|
|
|
|
|
|
|
|
|
$ |
18,222,120 |
|
|
|
|
|
|
|
|
|
|
$ |
17,823,669 |
|
Notes:
|
(1) |
Conversion
price of these note is $2.50
except for a note for $189,750,
which will be adjusted to, upon an Event of Default, the lower of (i) the conversion price or (ii) a 25%
discount to the 5-day average VWAP of the stock prior to default and $729,100 lower of (i) $2.50 or (ii) the conversion price of the
Series AA Preferred Stock as adjusted. These notes are secured by all assets of the company. |
|
|
|
|
(2) |
Conversion
price of these notes is $2.50 but also varies with one or more of these notes having the
following conversion adjustment: |
|
a. |
Notes
are convertible before maturity at $2.50 per share or mandatorily convertible when the Company
up-lists to the NASDAQ at the lower of $2.50 or the up-list price. |
|
b. |
Notes
are convertible upon an Event of Default at 75% multiplied by the lowest trading price for
the common stock during the five days prior to the conversion. |
|
c. |
Notes
are convertible at $2.50 per share except that following an Event of Default the conversion
price will be adjusted to 75% multiplied by the lowest trading price for the common stock
during the five days prior to the conversion. |
|
d. |
Notes
can be voluntary converted at lower of 1) $2.50/share; or 2) purchase price of stock sold
by PBI at a price lower than $2.50/share. In the event of default, these notes can be converted
at lower of 1) $2.50/share; 2) 30% discount to 5-day VWAP prior to date of default. |
|
e. |
Notes
can be voluntary converted at lower of 1) $2.50/share; or 2) purchase price of stock sold
by PBI at a price lower than $2.50/share. In the event of default, these notes can be converted
at lower of 1) $2.50/share; 2) 25% discount to 5-day VWAP prior to date of default. |
|
f. |
Conversion
price is lower of (i) $2.50 or (ii) the price per share that the Company last sold Common
Stock after the execution of an anti-dilution protection agreement. |
|
g. |
Note
can be converted at a Voluntary Conversion Price which is the lower of 1) $2.50/share; or
2) purchase price of stock sold by the Company at a price lower than $2.50 except that following
an Event of Default, the Holder shall have the right, with no further consent from the Borrower,
to convert notes which can be the lower of 1) the Voluntary Conversion Price, or 2) 70% of
the 5-day VWAP prior to conversion. |
|
h. |
Conversion
price is $2.50. If note is in default, it is $1. |
|
i. |
Notes
can be voluntarily converted before maturity at $2.50 per share. Lender retains the option
upon an Up-list to convert at the lower of $2.50 or 10% off Up-list price. |
|
j. |
Notes
can be converted at the lesser of $2.5 per share or 25% discount to the opening price of
the Company’s first day of trading on either Nasdaq or NYSE. In addition, if the Company
fails to pay the Note in cash on maturity date, the conversion price will be adjusted to
the lesser of (i) original conversion price or (ii) a 35% discount to the VWAP prior to each
conversion date. |
|
k. |
Some
notes are not convertible until 180 days from the date of issuance of the Note and following
an Event of Default will be convertible at the lowest trading price of the 20 days prior
to conversion. The loan with a principal balance of $950,000 as of September 30, 2023 is
guaranteed by the Company’s Chief Executive Officer, but the lender may only enforce
this guarantee after certain conditions have been met, specifically after (i) the occurrence
of an Event of Default (as defined in the Note), (ii) the failure of the Company to cure
the Default in 10 business days, and (iii) a failure by the Company to issue, or cause to
be issued, shares of its common stock upon submission by the lender of a notice of conversion. |
|
l. |
Some
notes can be converted at the lesser of $2.50 per share or 25% discount to the opening price
of the Company’s first day of trading on either Nasdaq or NYSE. In addition, if the
Company fails to pay the Note in cash on maturity date, the conversion price will be adjusted
to the lesser of original conversion price or the product of the VWAP of the common stock
for the 5 trading dates immediately prior to the maturity date multiplied by 0.75. |
|
Schedule of Other Debt |
Schedule
of Other Debt
|
|
September
30, 2023 |
|
|
December
31, 2022 |
|
Holders |
|
Interest
Rate |
|
|
Principal |
|
|
Interest
Rate |
|
|
Principal |
|
Non-Convertible |
|
|
-(1 |
) |
|
$ |
1,016,500 |
|
|
|
-(1 |
) |
|
$ |
878,809 |
|
Merchant
debt (3) |
|
|
|
|
|
|
1,014,010 |
|
|
|
|
|
|
|
760,160 |
|
SBA
(2) |
|
|
3.75 |
% |
|
|
162,522 |
|
|
|
3.75 |
% |
|
|
150,000 |
|
Totals |
|
|
|
|
|
|
2,193,032 |
|
|
|
|
|
|
$ |
1,788,969 |
|
Discount |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
Long
Term |
|
|
|
|
|
|
162,522 |
|
|
|
|
|
|
|
150,000 |
|
Short
Term |
|
|
|
|
|
$ |
2,030,510 |
|
|
|
|
|
|
$ |
1,638,969 |
|
Notes:
|
(1) |
Interest
varies from 1% to 10%. The maturity is between being past due and May 2, 2023. As of September
30, 2023, $861,500 of the non-convertible debt is past due. |
|
(2) |
The
Company entered a COVID-19 government loan in 2020, the Economic Injury Disaster Loan (or
“EIDL”). The Company’s EIDL loan, $150,000, accrues interest at 3.75% and
requires monthly payments of $731 for principal and interest beginning in December 2022.
The balance of the principal will be due in 30 years. In connection with the EIDL loan the
Company entered into a security agreement with the SBA, whereby the Company granted the SBA
a security interest in all of the Company’s right, title and interest in all of the
Company’s assets. During the nine months ended September 30, 2023, $14,719 interest
was deferred and added to principal on EIDL loan and the Company repaid $2,197 principal
on this loan. During the year ended December 31, 2020, the Company borrowed $367,039 (two-year
term and 1% interest rate per annum) under the Payroll Protection program (or “2020
PPP”). During the year ended December 31, 2021, the Company borrowed $367,039 through
a second Payroll Protection program (or “2021 PPP”) and extended the monthly
payment date on the EIDL to December 2022. In year 2021, both 2020 PPP and 2021 PPP was forgiven
by the United States and SBA. |
|
(3) |
During
the nine months ended September 30, 2023 and the year ended December 31, 2022 we signed various
Merchant Agreements which are secured by second position rights to all customer receipts
until the loan has been repaid in full and subject to interest rates of 4.1% - 100.9% per
month. Under the terms of these agreements, we received the disclosed Purchase Price and
agreed to repay the disclosed Purchase Amount, which is collected by the Merchant lenders
at the Daily Payment Rate. We accounted for the Merchant Agreements as loans under ASC 860
because while we provided rights to current and future receipts, we still had control over
the receipts. The difference between the Purchase Amount and the Purchase Price is imputed
interest that is recorded as interest expense when paid each day. The Company’s Chief
Executive Officer guarantees the Company’s performance of all representations, warranties,
and covenants made by the Company in the Agreement. For loans outstanding on September 30,
2023, the maturity dates ranged from June 26, 2023 to October 15, 2023. For loan outstanding
on December 31, 2022, the maturity dates ranged from April 4 to June 6, 2023. |
|
Schedule of Related Party Debt |
Schedule
of Related Party Debt
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
Holders |
|
Interest Rate |
|
|
Principal |
|
|
Interest Rate |
|
|
Principal |
|
|
Security |
|
Officers & Directors |
|
|
-(1 |
) |
|
$ |
522,450 |
|
|
|
-(1 |
) |
|
$ |
521,950 |
|
|
|
Unsecured |
|
Other Related Parties |
|
|
12 |
% |
|
|
126,050 |
|
|
|
12 |
% |
|
|
120,850 |
|
|
|
Unsecured |
|
Totals |
|
|
|
|
|
|
648,500 |
|
|
|
|
|
|
|
642,800 |
|
|
|
|
|
Discount |
|
|
|
|
|
|
514 |
|
|
|
|
|
|
|
7,915 |
|
|
|
|
|
Net |
|
|
|
|
|
$ |
647,986 |
|
|
|
|
|
|
$ |
634,885 |
|
|
|
|
|
Notes:
|
(1) |
Interest
varies from 12% to 120%. |
|