Debt (Tables)
|
6 Months Ended |
Jun. 30, 2024 |
|---|
| Debt Disclosure [Abstract] |
|
| Schedule of Convertible Debts and Outstanding Balances |
Schedule
of Convertible Debts and Outstanding Balances
| |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
| Holders |
|
Interest Rate |
|
|
Conversion Price |
|
|
Principal |
|
|
Interest Rate |
|
|
Conversion Price |
|
|
Principal |
|
| Main Investor |
|
|
10 |
% |
|
$ |
2.50 |
(1) |
|
$ |
10,645,686 |
|
|
|
10 |
% |
|
$ |
2.50 |
(1) |
|
$ |
8,920,250 |
|
| Others |
|
|
0
to 24
|
% |
|
$ |
2.50
or $7.50
|
(2) |
|
|
14,770,202 |
|
|
|
0
to 24
|
% |
|
$ |
2.50
or $7.50
|
(2) |
|
|
12,409,062 |
|
| Totals |
|
|
|
|
|
|
|
|
|
|
25,415,888 |
|
|
|
|
|
|
|
|
|
|
|
21,329,312 |
|
| Discount |
|
|
|
|
|
|
|
|
|
|
381,624 |
|
|
|
|
|
|
|
|
|
|
|
645,471 |
|
| Net |
|
|
|
|
|
|
|
|
|
$ |
25,034,264 |
|
|
|
|
|
|
|
|
|
|
$ |
20,683,841 |
|
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 $1,062,000 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 the 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 June 30, 2024
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. |
| |
m. |
Some
notes can be converted at $2.50 through fixed rate expiration dates, thereafter 60% of the lowest trading price for the last 20 days
before conversion. |
| |
n. |
Some
notes can be converted at $2.50 through fixed rate expiration dates; thereafter lesser of (1) lowest trading price during the prior
25 days of the note or 65% of the lowest price during the 25 days prior to the conversion. 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. Notes can be voluntary converted
at lower of lower of (i) $2.5/share and (ii) purchase Price of stock sold by PBIO at a price lower than $2.50/share that is not an
Excluded Event in the Series AA Deal Documents. Notes can be converted at lower of lower of (i) $2.50 or (ii) the conversion price
of the Series AA Preferred Stock as adjusted. Notes can be converted at lower of (i) $2.50 or (ii) the purchase price of stock by
Series AA Holders. Notes can be voluntary converted at offering price of Common Stock at the close of the day prior to the Conversion
Date |
|
| Schedule of Other Debt |
Schedule
of Other Debt
| |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
| Holders |
|
Interest Rate |
|
|
Principal |
|
|
Interest Rate |
|
|
Principal |
|
| Non-Convertible |
|
|
(1 |
)(4) |
|
$ |
904,215 |
|
|
|
(4 |
) |
|
$ |
170,000 |
|
| Merchant debt (3) |
|
|
|
|
|
|
1,646,137 |
|
|
|
|
|
|
|
1,094,162 |
|
| SBA (2) |
|
|
3.75 |
% |
|
|
160,485 |
|
|
|
3.75 |
% |
|
|
161,864 |
|
| Totals |
|
|
|
|
|
|
2,710,837 |
|
|
|
|
|
|
$ |
1,426,026 |
|
| Long Term |
|
|
|
|
|
|
160,485 |
|
|
|
|
|
|
|
161,864 |
|
| Short Term |
|
|
|
|
|
$ |
2,550,352 |
|
|
|
|
|
|
$ |
1,264,162 |
|
Notes:
| |
(1) |
The
$734,215 is part of 1) a term loan of $700,000 principal amount with a 3-year term that matures on September 23, 2025, and 12% interest
rate. The term loan is secured by all assets of Uncle Buds. 2) an outstanding line of credit agreement. The two loans are assumed
in the acquisition of Uncle Buds. |
| |
(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 the Company’s right, title and interest
in all of the Company’s assets. During the six months ended June 30, 2024, the Company repaid $1,379 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 were forgiven by the United States and SBA. |
| |
(3) |
During
the years ended December 31, 2023, 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 June 30, 2024, and December 31, 2023, the maturity dates ranged from July 2023 to October, 2024. |
| |
(4) |
Interest
rate of 10%. The maturity date is December 31, 2019. During the year ended December 31, 2023, the term was modified from non-convertible
to convertible for two loans in the amount of $651,500. As of June 30, 2024, $170,000 of the non-convertible debt is past due. |
|
| Schedule of Related Party Debt |
Schedule of Related Party Debt
| |
|
June 30, 2024 |
|
|
December 31, 2023 |
|
|
|
|
| Holders |
|
Interest Rate |
|
|
Principal |
|
|
Interest Rate |
|
|
Principal |
|
|
Security |
|
| Officers & Directors |
|
|
(1 |
) |
|
$ |
673,302 |
|
|
|
(1 |
) |
|
$ |
522,450 |
|
|
|
Unsecured |
|
| Other Related Parties |
|
|
12 |
% |
|
|
208,850 |
|
|
|
12 |
% |
|
|
126,050 |
|
|
|
Unsecured |
|
| Totals |
|
|
|
|
|
|
882,152 |
|
|
|
|
|
|
|
648,500 |
|
|
|
|
|
| Discount |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
| Net |
|
|
|
|
|
$ |
882,152 |
|
|
|
|
|
|
$ |
648,500 |
|
|
|
|
|
Notes:
| |
(1) |
Interest
varies from 12% to 120%. |
|