XML 26 R16.htm IDEA: XBRL DOCUMENT v3.22.1
CONVERTIBLE NOTES
3 Months Ended
Mar. 31, 2022
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES

NOTE 10. CONVERTIBLE NOTES

The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:

 

 

Principal

Balance

1/1/2022

 

New

Notes

 

Notes assigned or exchanged

 

Notes

converted

 

Principal

Balance

3/31/2022

 

Less:

Discount

Balance

 

Net

Principal

Balance

3/31/2022

 

BD1 Notes

  (related party)

$

9,900,000

 

$

 

$

(2,000,000

)

$

(7,900,000

)

$

 

$

 

$

 

Nanyang Note

 

500,000

 

 

 

 

1,000,000

 

 

(600,000

)

 

900,000

 

 

(190,442

)

 

709,558

 

Fleur Note

 

 

 

 

 

1,000,000

 

 

(700,000

)

 

300,000

 

 

(63,505

)

 

236,495

 

 

$

10,400,000

 

$

 

$

 

$

(9,200,000

)

$

1,200,000

 

$

(253,947

)

$

946,053

 

 

BD1 Convertible Note

On January 3, 2022, BD 1 Investment Holding, LLC (“BD1”) sold and assigned $1,000,000 of its convertible notes (“BD1 Convertible Notes”) to Fleur Capital Pte Ltd (“Fleur”). On January 21, 2022, BD1 sold and assigned $1,000,000 of its convertible notes to Nanyang Investment Management Pte Ltd (“Nanyang”). The aggregate remaining principal balance held by BD1 after these assignments was $7,900,000. On February 1, 2022, BD1 converted its $7,900,000 aggregate outstanding

principal amount into 15,800,000 shares of common stock. The remaining discount of approximately $1,721,000 was charged to interest expense upon conversion.  

Nanyang Convertible Note

On January 21, 2022, as discussed above, BD1 assigned $1,000,000 of the BD1 Convertible Notes to Nanyang. This note does not bear any interest and will mature on December 18, 2025. Nanyang has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into share of common stock at a fixed conversion price equal to $0.50 per share. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Nanyang, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock.  

On February 2, 2022, Nanyang converted $600,000 of their convertible notes into 1,200,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $133,000 was charged to interest expense. The discount on the remaining principal will be charged to interest expense, ratably, over the life of the note.

Fleur Convertible Note

On January 21, 2022, as discussed above, BD1 assigned $1,000,000 of the BD1 Convertible Notes to Fleur. This note does not bear any interest and will mature on December 18, 2025. Fleur has the right, at any time until the note is fully paid, to convert any outstanding and unpaid principal into share of common stock at a fixed conversion price equal to $0.50 per share. Shares of common stock may not be issued pursuant to this note if, after giving effect to the conversion or issuance, Fleur, together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Company’s common stock.  

On February 2, 2022, Fleur converted $700,000 of their convertible notes into 1,400,000 shares of common stock. The associated discount on the converted portion of the notes of approximately $155,000 was charged to interest expense. The discount on the remaining principal will be charged to interest expense, ratably, over the life of the note.