Notes Payable (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable at March 31, 2023 and December 31, 2022 consisted of the following:

	March 31,			December 31,
	2023			2022
Note Payable – Terren Peizer. 0% Interest, secured by common stock purchase warrant		1,600,000			600,000
Notes payable to a finance company, interest at LIBOR plus 10% per annum; monthly principal payments of 0.4166% of principal balance beginning August 1, 2022, with unpaid principal due on July 9, 2026 (A)		7,250,000			7,343,750
Total notes payable		8,850,000			7,943,750
Unamortized debt discount		(879,929	)		(953,256	)
Notes payable, net discount		7,970,071			6,990,494
Less current portion		(625,000	)		(531,250	)
Long-term portion	$	7,345,071		$	6,459,244

(A) On July 9, 2021 (the “Closing Date”), the Company entered into a Term Loan, Guarantee and Security Agreement (the “Term Loan Agreement”) with EICF Agent LLC (“EICF”), as agent for the lenders, and Energy Impact Credit Fund I, LP, as lender (the “Lender”), providing for a secured term loan facility in an aggregate principal amount of up to $15.0 million, consisting of a $7.5 million closing date term loan facility (the “Closing Date Term Loan”) and up to $7.5 million of borrowings under a delayed draw term loan facility (the “Delayed Draw Term Loan Facility”). The Closing Date Term Loan was fully drawn on the Closing Date, while the Delayed Draw Term Loan Facility is available upon the satisfaction of certain conditions precedent specified in the Term Loan Agreement. The Term Loan Agreement matures on July 9, 2026. Borrowings under the Term Loan Agreement bear interest at the London Interbank Offered Rate, plus a margin of 10.0%. As a condition precedent to the Agent and the Lender entering into the Term Loan Agreement, the Company issued to the Lender a common stock purchase warrant, dated as of the Closing Date (the “Warrant”), which grants the Lender the right to purchase up to 1.5 million shares of the common stock of the Company, at an exercise price of $2.10, subject to adjustment as set forth in the Warrant. The Warrant is subject to vesting, with 450,000 shares of common stock exercisable as of the Closing Date and the remainder exercisable only in the event that the Company borrows under the Delayed Draw Term Loan Facility or fails to consummate a qualifying equity transaction on or before October 7, 2021. The Warrant has no expiration date. In addition, in October 2021, the Company was required to issue to Lender a warrant for 900,000 shares of common stock at an exercise price of $0.93 per share as a penalty since the Company was unable to raise equity capital within 90 days of the date of this agreement.

Schedule of Notes Payable including Debt Discount

A rollforward of notes payable from December 31, 2022 to March 31, 2023 is below:

Notes payable, December 31, 2022	$	6,990,494
Adjusted Note Payable – Terren Peizer		1,000,000
Repayments		(93,750	)
Amortization of debt discounts		73,327
Notes payable, March 31, 2023		7,970,071

Schedule of Future Payments Under Note Payable Obligations

Future payments under note payable obligations are as follows:

Years ending December 31,
2023	$	437,500
2024		750,000
2025		750,000
2026		5,312,500
2027		1,600,000
Thereafter		0
	$	8,850,000