SCHEDULE OF NOTES PAYABLE |
The
Company has the following outstanding notes payable as of March 31, 2024 and December 31, 2023:
SCHEDULE OF NOTES PAYABLE
Note |
|
Issuance Date |
|
Maturity Date |
|
Interest Rate |
|
|
Original Borrowing |
|
|
Balance at March 31, 2024 |
|
|
Balance at December 31, 2023 |
|
Note payable (A) |
|
May 15, 2020
|
|
May 15, 2050 |
|
|
3.75 |
% |
|
$ |
150 |
|
|
$ |
132 |
|
|
$ |
137 |
|
Promissory note payable (B) |
|
November 7, 2022
|
|
May 7, 2024 |
|
|
9.0 |
% |
|
|
5,470 |
|
|
|
- |
|
|
|
1,179 |
|
Promissory note payable (C) |
|
October 11, 2023
|
|
April 11, 2025 |
|
|
9.0 |
% |
|
|
1,005 |
|
|
|
1,005 |
|
|
|
1,005 |
|
Debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
(99 |
) |
Debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
(73 |
) |
Total notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,137 |
|
|
|
2,149 |
|
Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(113 |
) |
|
|
(362 |
) |
Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,024 |
|
|
$ |
1,787 |
|
|
(A) |
On
May 15, 2020, the Company executed an unsecured loan with the SBA under the Economic Injury Disaster Loan program in the amount of
$150.
Installment payments, including principal and interest, began on October 26, 2022. As of March 31, 2024 and December 31, 2023, the
outstanding principal and accrued interest balance due under the note was $133
and $137,
respectively. |
|
|
|
|
(B) |
On
November 7, 2022, the Company entered into a note purchase agreement (the “November Note Purchase Agreement”) and promissory
note with an institutional investor (the “November Note Holder”) providing for the sale and issuance of an unsecured, non-convertible
promissory note in the original principal amount of $5,470, which has an original issue discount of $470, resulting in gross proceeds
to the Company of approximately $5,000 (the “November Note,” and such financing, the “November Note Offering”).
The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company
is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in
part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised
from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000
cap on the aggregate prepayment amount. Until all obligations under the November Note have been paid in full, the Company is not permitted
to grant a security interest in any of its assets, or to issue securities convertible into shares of common stock, subject in each case
to certain exceptions. verbMarketplace, LLC entered into a guaranty, dated November 7, 2022, in connection with the November Note Offering,
pursuant to which it guaranteed the obligations of the Company under the November Note in exchange for receiving a portion of the loan
proceeds.
|
|
|
In
connection with the November Note Offering, the Company incurred $335 of debt issuance costs. The debt issuance costs and the debt
discount of $450 were being amortized over the term of the November Notes using the effective interest rate method. As of December
31, 2023, the amount of unamortized debt discount and debt issuance costs was $99 and $73, respectively. During the three months
ended March 31, 2024, the Company amortized the remaining amount of $99 of debt discount and $73 of debt issuance costs. |
|
|
|
|
|
During the three months ended March 31, 2024, the Company issued 11,484,403 shares
of its common stock pursuant to an exchange agreement in exchange for a reduction of $1,720 on
the outstanding balance of the November Notes. The shares issued for the share exchange agreement were valued based upon the Nasdaq
at-the-market price and is being consistently applied for each share exchange. As a result, there was no gain or loss on the
transaction.
On March 18, 2024, the Company paid the November Notes in full.
|
|
|
|
|
(C) |
On
October 11, 2023, the Company entered into a note purchase agreement with Streeterville pursuant
to which Streeterville purchased the Note in the aggregate principal amount of $1,005. The
Note bears interest at 9.0% per annum compounded daily. The maturity date of the Note is
18 months from the date of its issuance.
As
of March 31, 2024, the outstanding balance of the Note amounted to $1,049, which includes accrued interest of $44.
Subsequent
to March 31, 2024, the Company issued 7,630,271
shares of its common stock pursuant to an exchange
agreement in exchange for a reduction of $1,057
on the outstanding balance of the Note. The shares
issued for the share exchange agreement were valued based upon the Nasdaq at-the-market price and is being consistently applied for each
share exchange. As a result, there was no gain or loss on the transaction.
On May 3, 2024, the Note was repaid in full.
|
|