XML 85 R69.htm IDEA: XBRL DOCUMENT v3.24.1.u1
SCHEDULE OF CONVERTIBLE NOTES PAYABLES (Details) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Short-Term Debt [Line Items]    
Convertible notes payable $ 2,595,000  
Related Party [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable 724,250
Current [Member]    
Short-Term Debt [Line Items]    
Total outstanding principal 3,956,000
Less: discounts (359,850)
Total convertible notes payable 3,596,150
Convertible notes payable 2,871,900
Current [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable – related parties 724,250
Current [Member] | Calvary Fund Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [1] 1,150,000
Current [Member] | Evergreen Bridge Note [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [2] 745,000
Current [Member] | Keystone Capital Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [3] 70,500
Current [Member] | Seven Knots Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [4] 70,500
Current [Member] | Individual Two Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [5] 300,000
Current [Member] | Individual Three Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [6] 30,000
Current [Member] | Individual Four Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [7] 180,000
Current [Member] | Individual Five Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [8] 600,000
Current [Member] | Miller Bridge Note [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Note payable to related parties [9] 480,000
Current [Member] | Titan Five Bridge Note [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Note payable to related parties [10] 120,000
Current [Member] | Celli Bridge Note [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Note payable to related parties [11] 150,000
Current [Member] | FC Advisory Bridge Note [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Note payable to related parties [12] 60,000
Non Current [Member]    
Short-Term Debt [Line Items]    
Total outstanding principal
Less: discounts
Total convertible notes payable
Convertible notes payable
Non Current [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable – related parties
Non Current [Member] | Calvary Fund Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [1]
Non Current [Member] | Evergreen Bridge Note [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [2]
Non Current [Member] | Keystone Capital Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [3]
Non Current [Member] | Seven Knots Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [4]
Non Current [Member] | Individual Two Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [5]
Non Current [Member] | Individual Three Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [6]
Non Current [Member] | Individual Four Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [7]
Non Current [Member] | Individual Five Bridge Notes [Member]    
Short-Term Debt [Line Items]    
Convertible notes payable [8]
Non Current [Member] | Miller Bridge Note [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Note payable to related parties [9]
Non Current [Member] | Titan Five Bridge Note [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Note payable to related parties [10]
Non Current [Member] | Celli Bridge Note [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Note payable to related parties [11]
Non Current [Member] | FC Advisory Bridge Note [Member] | Related Party [Member]    
Short-Term Debt [Line Items]    
Note payable to related parties [12]
[1] Between May 19, 2023 and August 7, 2023, the Company issued five 20% original issue discount Senior Secured Promissory Notes to Calvary (the “Calvary Fund Bridge Notes”). The Calvary Fund Bridge Notes have principal amounts ranging from $141,000 to $400,000. The Cavalry Fund Bridge Notes have an annual interest rate of 10% per annum and maturity dates ranging from May 19, 2024 to August 7, 2024. The Cavalry Fund Bridge Notes contain identical “rollover rights” conversion features that enable the holders to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[2] Between May 19, 2023 and July 7, 2023, the Company issued three 20% original issue discount Senior Secured Promissory Notes to Evergreen (the “Evergreen Bridge Notes”) with principal amounts ranging from $141,000 to $400,000. The Evergreen Bridge Notes have an annual interest rate of 10% per annum and were issued with maturity dates ranging from May 19, 2024 to July 7, 2024. The Evergreen Bridge Notes contain identical “rollover rights” conversion features that enable the holders to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[3] On July 20, 2023, the Company issued a 20% original issue discount Senior Secured Promissory Notes to Keystone Capital (the “Keystone - Bridge Note”) with a principal amount of $70,500. The Keystone Bridge Note has an annual interest rate of 10% per annum and was issued with a maturity date of July 20, 2024. The Keystone Bridge Notes contains a “rollover rights” conversion features that enable the holders to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[4] On July 20, 2023, the Company issued a 20% original issue discount Senior Secured Promissory Notes to Seven Knots (the “Seven Knots - Bridge Note”) with a principal amount of $70,500. The Seven Knots Bridge Note has an annual interest rate of 10% per annum and was issued with a maturity date of July 20, 2024. The Seven Knots Bridge Notes contains a “rollover rights” conversion feature that enable the holders to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[5] On July 24, 2023, the Company issued a 20% original issue discount Senior Secured Promissory Notes to an individual investor (the “Individual #2 – Bridge Note”) with a principal amount of $300,000. The Individual #2 Bridge Note has an annual interest rate of 10% per annum and was issued with a maturity date of July 20, 2024. The Individual #2 Bridge Notes contains a “rollover rights” conversion feature that enable the holders to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[6] On July 24, 2023, the Company issued a 20% original issue discount Senior Secured Promissory Notes to an individual investor (the “Individual #3 – Bridge Note”) with a principal amount of $30,000. The Individual #2 Bridge Note has an annual interest rate of 10% per annum and was issued with a maturity date of July 24, 2024. The Individual #3 Bridge Notes contains a “rollover rights” conversion feature that enable the holders to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[7] On July 24, 2023, the Company issued a 20% original issue discount Senior Secured Promissory Notes to an individual investor (the “Individual #4 – Bridge Note”) with a principal amount of $180,000. The Individual #4 Bridge Note has an annual interest rate of 10% per annum and was issued with a maturity date of July 24, 2024. The Individual #4 Bridge Notes contains a “rollover rights” conversion feature that enable the holders to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[8] On July 28, 2023, the Company issued a 20% original issue discount Senior Secured Promissory Notes to an individual investor (the “Individual #5 – Bridge Note”) with a principal amount of $600,000. The Individual #5 Bridge Note has an annual interest rate of 10% per annum and was issued with a maturity date of July 28, 2024. The Individual #5 Bridge Notes contains a “rollover rights” conversion feature that enable the holders to convert all or part of the note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[9] Between June 13, 2023 and July 24, 2023, the Company sold and issued two 20% original issue discount Senior Secured Promissory Notes (the “Miller Bridge Notes”) to Glen Miller, the Company’s chief executive officer. The Miller Bridge Notes both have principal amounts of $240,000. The Miller Bridge Notes have an annual interest rate of 10% per annum and were issued with maturity dates ranging from June 13, 2024 to July 24, 2024. The Miller Bridge Note contains a “rollover rights” conversion feature that enables the holders to convert all or part of the Miller Bridge Note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public offering.
[10] On June 13, 2023, the Company sold and issued a 20% original issue discount Senior Secured Promissory Note (the “Titan 5 Bridge Note”) to Titan 5, a shareholder of the Company. The Titan 5 Bridge Note has a principal amount of $120,000, an annual interest rate of 10%, and was issued with a maturity date of June 13, 2024. The Titan 5 Bridge Note contains a “rollover rights” conversion feature that enables the holders to convert all or part of the Titan 5 Bridge Note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[11] On December 28, 2023, the Company sold and issued a 20% original issue discount Senior Secured Promissory Note (the “Celli Bridge Note”) to Frank Celli, a Director of the Company. The Celli Bridge Note has a principal amount of $150,000, an annual interest rate of 10%, and was issued with a maturity date of December 28, 2024. The Celli Bridge Note contains a “rollover rights” conversion feature that enables the holders to convert all or part of the Celli Bridge Note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.
[12] On December 22, 2023, the Company sold and issued a 20% original issue discount Senior Secured Promissory Note (the “FC Advisory Bridge Note”) to FC Advisory, a company owned by a Director of the Company. The FC Advisory Note has a principal amount of $60,000, an annual interest rate of 10%, and was issued with a maturity date of December 22, 2024. The FC Advisory Bridge Note contains a “rollover rights” conversion feature that enables the holders to convert all or part of the FC Advisory Bridge Note’s principal and accrued interest in the event of a public offering or private placement of the Company’s equity, equity linked, or debt securities into purchase consideration for said public or private offering.