NOTES PAYABLE |
7.
NOTES PAYABLE
The
Company has the following outstanding notes payable as of March 31, 2022 and December 31, 2021:
SCHEDULE
OF NOTES PAYABLE RELATED PARTIES
Note |
|
Issuance Date |
|
Maturity Date |
|
Interest Rate |
|
|
Original Borrowing
|
|
|
Balance at March 31, 2022
|
|
|
Balance at December 31, 2021
|
|
Related party note payable (A) |
|
December 1, 2015 |
|
April 1, 2023 |
|
|
12.0 |
% |
|
$ |
1,249 |
|
|
$ |
725 |
|
|
$ |
725 |
|
Related party note payable (B) |
|
April 4, 2016 |
|
June 4, 2021 |
|
|
12.0 |
% |
|
|
343 |
|
|
|
40 |
|
|
|
40 |
|
Note payable (C) |
|
May 15, 2020 |
|
May 15, 2050 |
|
|
3.75 |
% |
|
|
150 |
|
|
|
150 |
|
|
|
150 |
|
Notes payable (D) |
|
January 12, 2022 |
|
January 12, 2023 |
|
|
6.0 |
% |
|
|
6,300 |
|
|
|
6,300 |
|
|
|
- |
|
Debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(226 |
) |
|
|
- |
|
Debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(347 |
) |
|
|
- |
|
Total notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,642 |
|
|
|
915 |
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(875 |
) |
|
|
(875 |
) |
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,767 |
|
|
$ |
40 |
|
|
(A) |
On
December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and
Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 12,
2022, the maturity date of the note was extended to April 1, 2023. As of March 31, 2022, and December 31, 2021, the outstanding
balance of the note amounted to $725,
respectively. |
|
|
|
|
(B) |
On
April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $343, to consolidate all advances made
by Mr. Cutaia to the Company during the period December 2015 through March 2016. As of March 31, 2022 and December 31, 2021, the
outstanding balance of the note amounted to $40, respectively. |
|
(C) |
On
May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration
(SBA) under the Economic Injury Disaster Loan program in the amount of $150.
Installment payments, including principal and interest, will begin on October 15,
2022. As of March 31, 2022, and December 31, 2021, the outstanding balance of the note amounted
to $150,
respectively.
|
|
(D) |
On January 12, 2022, the Company entered into a securities purchase agreement with three institutional investors (collectively, the “Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $6,300 in convertible notes due 2023 (each, a “Note,” and, collectively, the “Notes,” and such financing, the “Note Offering”). The Company and the Note Holders also entered into a security agreement, dated January 12, 2022, in connection with the Note Offering, pursuant to which the Company granted a security interest to the Note Holders in substantially all of its assets. There are no financial covenants related to these notes payable.
|
|
|
The
Company received $6,000
in gross proceeds from the sale of the Notes. The Note Offering closed on January 12, 2022. The Notes bear interest of 6.0%
per annum, have an original issue discount of 5.0%,
mature 12 months from the closing date, and have an initial conversion price of $3.00,
subject to adjustment in certain circumstances as set forth in the Notes.
In
connection with the debt agreement, the Company incurred $460 of debt issuance costs. The debt issuance costs and the debt discount
of $300 are being amortized over the term of the agreement using the effective interest rate method. During the three months ended
March 31, 2022, the Company amortized $74 of debt discount and $113 of debt issuance costs. As of March 31, 2022, the amount of unamortized
debt discount and debt issuance costs was $226 and $347, respectively.
As
of March 31, 2022, and December 31, 2021, the outstanding balance of the notes amounted to $6,300, and $0, respectively. Subsequent
to March 31, 2022, the Company repaid $1,650 in principal payments to Note Holders pursuant to the terms of the Note Offering, thereby
reducing the outstanding principal balance from $6,300 to $4,650. See Note 14 – Subsequent Events.
Beginning
on May 12, 2022, the Company is required to make nine monthly principal payments of $246, plus accrued interest, to the Note Holders,
with the remaining principal amount of $2,436, plus accrued interest, due on the maturity date.
|
The
following table provides a breakdown of interest expense:
SCHEDULE OF INTEREST EXPENSE
|
|
2022 |
|
|
2021 |
|
|
|
Three Months Ended March 31, |
|
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
Interest expense – amortization of debt discount |
|
$ |
(536 |
) |
|
$ |
(475 |
) |
Interest expense – amortization of debt issuance costs |
|
|
(113 |
) |
|
|
- |
|
Interest expense – other |
|
|
(107 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
Total interest expense |
|
$ |
(756 |
) |
|
$ |
(508 |
) |
Total
interest expense for notes payable to related parties (see Notes A and B above) was $23
and $32
for the three months ended March 31, 2022
and 2021, respectively. The Company paid $0
and $34
in interest for the three months ended March
31, 2022 and 2021, respectively.
|