CONVERTIBLE DEBENTURES AND NOTES

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

CONVERTIBLE DEBENTURES AND NOTES

NOTE 9 – CONVERTIBLE DEBENTURES AND NOTES

June 2021 Debentures

On June 18, 2021, the Company sold an aggregate of $600,000 of senior convertible debentures (“June Debentures”) for (i) $500,000 in cash and (ii) $100,000 in cancellation of outstanding indebtedness to existing accredited and institutional investors of the Company. The June Debentures (i) are non-interest bearing, (ii) have a maturity date of June 18, 2022, (iii) are convertible into shares of Common Stock at the election of the holders at any time, subject to a beneficial ownership limitation of 9.99%, and (iv) have a conversion price equal to the lesser of $24.75 and 85% of the lowest Volume Weighted Average Price (VWAP) during the five (5) trading days immediately prior to the conversion date, subject to adjustment, as described therein. The maturity date of the debentures has been extended to December 31, 2023. There were no other modifications to the June 2021 Debentures.

During the six months ended June 30, 2022, $461,972 of June Debentures have been converted to Common Stock. June Debentures in the amount of $100,000 remains outstanding at June 30, 2023.

We have amortized $21,440 and $54,292 of discount to interest expense during the three and six months ended June 30, 2022, respectively and $203,458 of discount has been charged off against loss upon the conversion of the June Debentures during the six months ended June 30, 2022.

October 2020 Debentures

On October 23, 2020, the Company sold an aggregate of $600,000 of senior convertible debentures (“October Debentures”) for (i) $500,000 in cash and (ii) $100,000 in cancellation of outstanding indebtedness to existing accredited and institutional investors of the Company.

The October Debentures (i) are non-interest bearing, (ii) have a maturity date of October 23, 2021, (iii) are convertible into shares of common stock at the election of the holders at any time, subject to a beneficial ownership limitation of 9.99%, and (iv) have a conversion price equal to the lesser of (i) $24.75 and (ii) 85% of the lowest volume-weighted average price during the five trading days immediately prior to the date of conversion. The maturity date of the debentures has been extended to December 31, 2023. There were no other modifications to the October Debentures.

October Debentures in the amount of $100,000 remain outstanding at June 30, 2023.

September 2017 Debentures

On September 12, 2017, we entered into an exchange agreement (“Exchange Agreement”) with certain holders of our Series A Preferred Stock and Series B Preferred Stock. Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $2.5 million in principal amount of senior convertible debentures (the “September 2017 Debentures”) in exchange for 1,614.8125 shares of Series A Preferred Stock with a stated value of approximately $1.6 million and 890 shares of Series B Preferred Stock with a stated value of approximately $0.9 million.

On September 12, 2017, we sold an aggregate of $320,000 of our September 2017 Debentures. The sale consisted of $250,000 in cash and the cancellation of $70,000 of obligations of the Company.

The maturity date of the September 2017 Debentures has been extended to December 31, 2023. There were no other modifications to the September 2017 Debentures. September Debentures in the amount of $110,072 remain outstanding at June 30, 2023.