SHORT-TERM LIABILITIES	6 Months Ended
Jun. 30, 2023
Short-term Liabilities
SHORT-TERM LIABILITIES	NOTE 7 – SHORT-TERM LIABILITIES *Convertible Note Payable* As discussed in Note 2, on June 27, 2023, the Board of Directors approved a resolution authorizing the Company to obtain a secured six-month term loan for the principal amount of $330,000. In connection therewith, on June 27, 2023, the Company entered into a Securities Purchase Agreement with selected accredited investors whereby the Company had the right to secure the convertible note. The holder has conversion rights upon event of default and the conversion price is equal to the average of the three lowest prices of the Company’s common stock of the trailing ten days prior to the date conversion of the convertible note. At issuance and at June 30, 2023, the Company estimated the fair value of the conversion option embedded in the Note and determined its value to be de minimis due to the fact that settlement into shares of common stock only occurs upon an event of default. If the event of default were triggered this would provide the Note holder with little upside potential and therefore no value was allocated to the embedded derivative. *Original Issuance Discount* The principal face value of the loan is $330,000 and was issued with an original issuance discount of $26,400 which resulted in aggregate proceeds of $303,600. The loan carries an interest rate of 10% per year, has a default interest rate of 18% per year, and a maturity date of December 27, 2023. Interest is payable on a monthly basis beginning one month following the issue date. Following an event of default, the noteholder has the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the note into fully paid and non-assessable shares of Common Stock. Additionally, the noteholders have the option to convert the $26,400 original issuance discount, which will accrete over the life of the loan based on the effective interest method. The convertible note is also presented net of the issuance costs of $13,250 which will accrete over the life of the note, based on the effective interest method. Accretion expense incurred related to the original issuance discount for the three and six months ended June 30, 2023 was approximately $661. *Debt Discount* To secure the convertible note, the Company paid a commitment fee of $83,526 by issuing 328,571 shares of the Company’s common stock. The common stock was yet to be issued as of June 30, 2023. See Note 8. The convertible note is also presented net of the debt discount of $83,526 which represents the relative fair value of the common stock issued as of June 30, 2023, which will accrete over the life of the convertible note. Accretion expense incurred related to the debt discount for the three and six months ended June 30, 2023 was approximately $1,393. The balance of the convertible note as of June 30, 2023 was $208,877, which is presented net of aggregate debt discount of $206,824 and aggregate accretion expense of $2,054. *Short-Term Note Payable* The Company entered into a commercial insurance premium finance and security agreement in May 2023. The agreement finances the Company’s annual D&O insurance premium. Payments are due in monthly installments of approximately $6,400 and carry an annual percentage interest rate of 13.9%. The Company had an outstanding premium balance of approximately $54,230 at June 30, 2023 related to the agreement, which is included in short-term note payable in the consolidated balance sheets. Interest expense for the three and six months ended June 30, 2023 was approximately $706.

SHORT-TERM LIABILITIES

6 Months Ended

Jun. 30, 2023

NOTE 7 – SHORT-TERM LIABILITIES

Convertible Note Payable

As discussed in Note 2, on June 27, 2023, the Board of Directors approved a resolution authorizing the Company to obtain a secured six-month term loan for the principal amount of $330,000. In connection therewith, on June 27, 2023, the Company entered into a Securities Purchase Agreement with selected accredited investors whereby the Company had the right to secure the convertible note. The holder has conversion rights upon event of default and the conversion price is equal to the average of the three lowest prices of the Company’s common stock of the trailing ten days prior to the date conversion of the convertible note. At issuance and at June 30, 2023, the Company estimated the fair value of the conversion option embedded in the Note and determined its value to be de minimis due to the fact that settlement into shares of common stock only occurs upon an event of default. If the event of default were triggered this would provide the Note holder with little upside potential and therefore no value was allocated to the embedded derivative.

Original Issuance Discount

The principal face value of the loan is $330,000 and was issued with an original issuance discount of $26,400 which resulted in aggregate proceeds of $303,600. The loan carries an interest rate of 10% per year, has a default interest rate of 18% per year, and a maturity date of December 27, 2023. Interest is payable on a monthly basis beginning one month following the issue date. Following an event of default, the noteholder has the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the note into fully paid and non-assessable shares of Common Stock. Additionally, the noteholders have the option to convert the $26,400 original issuance discount, which will accrete over the life of the loan based on the effective interest method. The convertible note is also presented net of the issuance costs of $13,250 which will accrete over the life of the note, based on the effective interest method. Accretion expense incurred related to the original issuance discount for the three and six months ended June 30, 2023 was approximately $661.

Debt Discount

To secure the convertible note, the Company paid a commitment fee of $83,526 by issuing 328,571 shares of the Company’s common stock. The common stock was yet to be issued as of June 30, 2023. See Note 8. The convertible note is also presented net of the debt discount of $83,526 which represents the relative fair value of the common stock issued as of June 30, 2023, which will accrete over the life of the convertible note. Accretion expense incurred related to the debt discount for the three and six months ended June 30, 2023 was approximately $1,393.

The balance of the convertible note as of June 30, 2023 was $208,877, which is presented net of aggregate debt discount of $206,824 and aggregate accretion expense of $2,054.

Short-Term Note Payable

The Company entered into a commercial insurance premium finance and security agreement in May 2023. The agreement finances the Company’s annual D&O insurance premium. Payments are due in monthly installments of approximately $6,400 and carry an annual percentage interest rate of 13.9%.

The Company had an outstanding premium balance of approximately $54,230 at June 30, 2023 related to the agreement, which is included in short-term note payable in the consolidated balance sheets. Interest expense for the three and six months ended June 30, 2023 was approximately $706.