Quarterly report pursuant to Section 13 or 15(d)

NOTES PAYABLE

v3.22.1
NOTES PAYABLE
3 Months Ended
Mar. 31, 2022
Notes Payable  
NOTES PAYABLE

7. NOTES PAYABLE

 

The Company has the following outstanding notes payable as of March 31, 2022 and December 31, 2021:

 

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:

 

    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.