LOAN PURCHASE AND SALE AGREEMENT	3 Months Ended
Sep. 30, 2022
LOAN PURCHASE AND SALE AGREEMENT
LOAN PURCHASE AND SALE AGREEMENT	NOTE 12 – LOAN PURCHASE AND SALE AGREEMENT On September 9, 2022, the Company entered into a loan purchase and sale agreement (the “Agreement”) with CircleUp Credit Advisors LLC (the “Seller”) pursuant to which it agreed to purchase from the Seller all loans and loan accommodations (the “Loan”) made by the Seller to Your Superfoods, Inc. and Your Super, Inc. (together, “Your Super Company”). Pursuant to the terms of the Agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2,000,000 to the Seller and issued the Seller a warrant to purchase 1,500,000 restricted shares of the Company’s common stock. This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters. Vesting of the Warrant will be accelerated upon the occurrence of a sale or merger of the Company. The Warrant will terminate on the seventh anniversary of the closing date and will be subject to customary adjustments of the warrant price and number of shares for splits, stock dividends, recapitalizations and the like. As of the date of the Agreement, the outstanding principal amount of the Loan along with accrued but unpaid interest was approximately $7.614 million. The Loan stopped accruing interest on July 22, 2022. The Company purchased the Loan to provide additional time for the negotiation of the Company’s acquisition of the assets of Your Super Company, which occurred subsequent to the quarter ended September 30, 2022 (ref: Note 13, Subsequent Events). The Loan acquired has been recorded on the balance sheets as “Other Assets” at its fair value of cash proceeds paid of $2,000,000. The Company has valued the warrants granted to CircleUp as of the transaction date, September 9, 2022, with a total value of $3,910,320 (ref: Note 10 - Warrants). The first tranche of warrants do not initially vest until the one year anniversary of the agreement date, or September 30, 2023. The value of the warrants will amortized ratably over the vesting period.

LOAN PURCHASE AND SALE AGREEMENT

3 Months Ended

Sep. 30, 2022

NOTE 12 – LOAN PURCHASE AND SALE AGREEMENT

On September 9, 2022, the Company entered into a loan purchase and sale agreement (the “Agreement”) with CircleUp Credit Advisors LLC (the “Seller”) pursuant to which it agreed to purchase from the Seller all loans and loan accommodations (the “Loan”) made by the Seller to Your Superfoods, Inc. and Your Super, Inc. (together, “Your Super Company”).

Pursuant to the terms of the Agreement, as consideration for purchase of the Loan, the Company made a cash payment of $2,000,000 to the Seller and issued the Seller a warrant to purchase 1,500,000 restricted shares of the Company’s common stock. This warrant will begin to vest on the one-year anniversary of the closing of the purchase of the Loan with 12.5% of the Warrant amount (187,500 shares) vesting on that date and the remaining portion of the Warrant vesting in seven quarterly installments of 187,500 shares each over the next seven quarters. Vesting of the Warrant will be accelerated upon the occurrence of a sale or merger of the Company. The Warrant will terminate on the seventh anniversary of the closing date and will be subject to customary adjustments of the warrant price and number of shares for splits, stock dividends, recapitalizations and the like. As of the date of the Agreement, the outstanding principal amount of the Loan along with accrued but unpaid interest was approximately $7.614 million. The Loan stopped accruing interest on July 22, 2022.

The Company purchased the Loan to provide additional time for the negotiation of the Company’s acquisition of the assets of Your Super Company, which occurred subsequent to the quarter ended September 30, 2022 (ref: Note 13, Subsequent Events). The Loan acquired has been recorded on the balance sheets as “Other Assets” at its fair value of cash proceeds paid of $2,000,000. The Company has valued the warrants granted to CircleUp as of the transaction date, September 9, 2022, with a total value of $3,910,320 (ref: Note 10 - Warrants). The first tranche of warrants do not initially vest until the one year anniversary of the agreement date, or September 30, 2023. The value of the warrants will amortized ratably over the vesting period.