Debt (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
Debt Disclosure [Abstract] |
|
Schedule of Convertible Debts and Outstanding Balances |
Schedule
of Convertible Debts and Outstanding Balances
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
Holders |
|
Interest Rate |
|
|
Conversion Price |
|
|
Principal |
|
|
Interest Rate |
|
|
Conversion Price |
|
|
Principal |
|
Main Investor |
|
|
10 |
% |
|
|
$2.50 (1)
|
|
|
$ |
7,857,650 |
|
|
|
10 |
% |
|
|
$2.50 (1) |
|
|
$ |
9,393,150 |
|
Others |
|
|
0 to 24 |
% |
|
|
$2.50 (2) or $7.50 |
|
|
|
10,317,461 |
|
|
|
0 to 24 |
% |
|
|
$2.50
(2) or $7.50
|
|
|
|
8,886,036 |
|
Totals |
|
|
|
|
|
|
|
|
|
|
18,175,111 |
|
|
|
|
|
|
|
|
|
|
|
18,279,186 |
|
Discount |
|
|
|
|
|
|
|
|
|
|
1,596,850 |
|
|
|
|
|
|
|
|
|
|
|
455,517 |
|
Net |
|
|
|
|
|
|
|
|
|
$ |
16,578,261 |
|
|
|
|
|
|
|
|
|
|
$ |
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. |
|
(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, 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
|
|
June 30, 2023 |
|
|
December 31, 2022 |
|
Holders |
|
Interest Rate |
|
|
Principal |
|
|
Interest Rate |
|
|
Principal |
|
Non-Convertible |
|
|
-(1 |
) |
|
$ |
961,500 |
|
|
|
-(1 |
) |
|
$ |
878,809 |
|
Merchant debt (3) |
|
|
|
|
|
|
1,105,353 |
|
|
|
|
|
|
|
760,160 |
|
SBA (2) |
|
|
3.75 |
% |
|
|
163,175 |
|
|
|
3.75 |
% |
|
|
150,000 |
|
Totals |
|
|
|
|
|
|
2,230,028 |
|
|
|
|
|
|
$ |
1,788,969 |
|
Discount |
|
|
|
|
|
|
171,103 |
|
|
|
|
|
|
|
- |
|
Long Term |
|
|
|
|
|
|
163,175 |
|
|
|
|
|
|
|
150,000 |
|
Short Term |
|
|
|
|
|
$ |
1,895,750 |
|
|
|
|
|
|
$ |
1,638,969 |
|
Notes:
|
(1) |
Interest
varies from 1% to 12%. The maturity is between being past due and May 25, 2024. As of June
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 six months ended June 30, 2023, $14,719 interest was deferred
and added to principal on EIDL loan and the Company repaid $1,544 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 six months ended June 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 3.48%
- 30.2%
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, 2023, the maturity
dates ranged from July 26, 2023 to October 15, 2024. 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
|
|
June 30, 2023 |
|
|
December 31, 2022 |
Holders |
|
Interest Rate |
|
|
Principal |
|
|
Interest Rate |
|
|
Principal |
|
|
Security |
Officers & Directors |
|
|
-(1 |
) |
|
$ |
496,050 |
|
|
|
-(1 |
) |
|
$ |
521,950 |
|
|
Unsecured |
Other Related Parties |
|
|
12 |
% |
|
|
126,650 |
|
|
|
12 |
% |
|
|
120,850 |
|
|
Unsecured |
Totals |
|
|
|
|
|
|
622,700 |
|
|
|
|
|
|
|
642,800 |
|
|
|
Discount |
|
|
|
|
|
|
898 |
|
|
|
|
|
|
|
7,915 |
|
|
|
Net |
|
|
|
|
|
$ |
621,802 |
|
|
|
|
|
|
$ |
634,885 |
|
|
|
Notes:
|
(1) |
Interest
varies from 12% to 120%. |
|