| SCHEDULE OF NOTES PAYABLE |
The
Company has the following outstanding notes payable as of September 30, 2024 and December 31, 2023:
SCHEDULE
OF NOTES PAYABLE
| Note |
|
Issuance Date |
|
Maturity Date
|
|
Interest Rate
|
|
|
Original Borrowing
|
|
|
Balance
at September 30, 2024 |
|
|
Balance
at December 31, 2023 |
|
| Note payable (A) |
|
May 15, 2020 |
|
May 15, 2050 |
|
|
3.75 |
% |
|
$ |
150 |
|
|
$ |
123 |
|
|
$ |
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 |
|
| Debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
(99 |
) |
| Debt issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
(73 |
) |
| Total notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
123 |
|
|
|
2,149 |
|
| Non-current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(103 |
) |
|
|
(362 |
) |
| Current |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20 |
|
|
$ |
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 September 30, 2024 and December 31,
2023, the outstanding principal and accrued interest balance due under the note was $123 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 nine months ended
September 30, 2024, the Company amortized the remaining amount of $99 of debt discount and $73 of debt issuance costs. |
| |
|
|
| |
|
During
the nine months ended September 30, 2024, the Company issued 57,422 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 an institutional
investor pursuant to which the investor 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.
During
the nine months ended September 30, 2024, the Company issued 38,151 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 under the share exchange agreement
were valued based upon the Nasdaq at-the-market price and is being consistently applied for each share exchange. The shares issued
for the final share exchange agreement on May 3, 2024 were valued at a 10% discount resulting in a loss on this particular transaction
of $90. This amount has been recorded as a finance cost in the Company’s condensed consolidated statement of operations for
the nine months ended September 30, 2024.
On
May 3, 2024, the Note was repaid in full.
|
|