Acquisition Notes Payable

3 Months Ended

Mar. 31, 2023

Acquisition Notes Payable

Acquisition Notes Payable

6. Acquisition Notes Payable

Acquisition notes payable consists of the following at March 31, 2023 and December 31, 2022:

	March 31,			December 31,
	2023			2022
GameIQ acquisition note payable	$	115,103		$	127,778
Restaurant.com acquisition note payable		-			1,500,000
Total principal balance		115,103			1,627,778
Accrued interest		433			252,194
Total principal and accrued interest		115,536			1,879,972
Less current portion		(34,066	)		(1,798,478	)
Non-current portion	$	81,470		$	81,494

GameIQ Acquisition Note Payable

On February 1, 2022, notes payable for the purchase of GameIQ was issued to two holders (the “Holders”), one for $78,813. and another for $62,101. In accordance with Notes, RDE, Inc. promises to pay to the order of the Holders the principal amounts together with annual interest on the unpaid principal amount of 1% computed on the basis of the actual number of days elapsed and a year of 365 days from the date of the Notes (the “Total Amount”), which shall be paid upon the earlier of (i) nine (6) equal biannual installments with the first installment due on the nine-month anniversary of February 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”). Notwithstanding any other provision of this Note, the Holders does not intend to charge, and the RDE, Inc. shall not be required to pay, any fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the RDE, Inc. or credited to reduce the principal hereunder. All payments received by the Holder will be applied first to costs of collection, if any, then the balance to the unpaid principal and interest. In the event of default, the notes to the Holders are secured, in the manner that such payment to be made in cash or shares of the RDE, Inc.’s common stock at the election of the Holders. These Notes may be prepaid in whole or in part by the RDE, Inc. For purposes of clarity, if RDE’s payments to the Holders pursuant to (i) of the agreement, do not in the aggregate equal the Total Amount, the amount remaining owed to the Holders shall be paid to the Holders on or before the Maturity Date.

As of December 31, 2022, the notes payable had an aggregate principal balance outstanding of $127,788 and accrued interest payable of $688. During the three months ended March 31, 2023, the Company made principal payments of $12,675. As of March 31, 2023, the notes payable had an aggregate principal balance outstanding of $115,103 and accrued interest payable of $433.

Restaurant.com Note Payable

Pursuant to the terms of the acquisition agreement with Restaurant.com, Inc. entered into on March 1, 2020, the Company executed an unsecured promissory note in the principal amount of $1,500,000 that matured on March 1, 2023. The promissory note bears interest at a rate of 6% per annum and is convertible at the option of the Company into common shares at a price to be determined on the date of conversion.

As of December 31, 2022, the note payable had a principal balance outstanding of $1,500,000 and accrued interest payable of $251,507. On March 1, 2023, the principal and interest balance of approximately $1,770,000 was converted into 554,859 shares of the Company’s common stock, and the note was retired.