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Notes Payable
9 Months Ended
Sep. 30, 2022
Notes Payable [Abstract]  
Notes Payable
NOTE 7: NOTES PAYABLE
 
The Company entered into notes payable as follows as of September 30, 2022 (unaudited) and December 31, 2021:
 
 
 
September
30, 2022
(unaudited)
 
 
December 
31, 2021
 
Note payable at 7% originally due November 2023, now maturing September 30, 2024 (a)
 
$
5,600,000
 
 
$
5,600,000
 
Note payable at 10% interest dated February 28, 2022
and matures the earlier of (i) September 30, 2024 or (ii) the acceleration of the obligations as contemplated under the promissory note including the successful completion of an equity offering of at least $15,000,000 (b)
 
 
500,000
 
 
 
-
 
Convertible note payable, convertible at $1.60 per share, at 7%, maturing April 4, 2023 (c)
 
 
1,050,000
 
 
 
-
 
Term note payable
, at prime plus 3% interest
, applied on a deferred basis
(7.75% at September 30, 2022 and 6.25% at December 31, 2021) maturing August 11, 2024
 
 
2,644,280
 
 
 
3,588,374
 
 
 
 
 
 
 
 
0
 
Total Notes Payable
 
 
9,794,380
 
 
 
9,188,374
 
Less: Debt Discount
 
 
(1,321,959
)
 
 
(796,565
)
 
 
$
8,472,421
 
 
$
8,391,809
 
 
(a)
on August 12, 2021, the note payable was amended to extend the debt to September 30, 2024. It was determined that under ASC 470, the debt amendment was considered a modification.
 
(b)
on February 28, 2022, the Company was obligated to issue 125,000 shares of common stock as further consideration for making this loan to the Company. The shares were issued in April 2022.
 
(c)
on April 4, 2022, the Company entered into
a Securities Purchase Agreement (“SPA”)
with Crom. The SPA includes (a) a Convertible
Promissory
Note dated April 4, 2022 in the amount of $1,050,000 at 7% interest per annum. This note matures April 4, 2023 (one-year) and is convertible at a conversion price of $1.60 per share; (b) the issuance of 656,250 warrants that mature April 4, 2027, with an exercise price of $1.84 per share; and (c) the issuance of 1,250,000 common shares at $0.40 per share ($500,000), the proceeds of which were paid to The Buckhout Charitable Remainder Trust for the First Payment. In addition, Crom was issued 125,000 common shares as further inducement to enter into the SPA. The Company analyzed the debt instrument with Crom, under ASC 815-10, and determined that the conversion option should be separated from the host debt instrument (i.e., bifurcated) and classified as a derivative liability, along with the value of the warrants as a derivative liability at the inception date of April 4, 2022. The fair value of the derivative liabilities at inception were reflected as a discount on the note, along with an original issue discount of $50,000, and the discount of $93,000 on the 1,250,000 shares of common stock issued to Crom that had a fair value of $593,000 which exceeded the $500,000 paid by Crom that will be amortized over the life of the note (one year). The derivative liability is marked to market each reporting period, and the Company recognized a loss on the change in fair value of the derivative liabilities of $173,000 from April 4, 2022 to September 30, 2022.
Interest expense which includes amortization of discount for the nine months ended September 30, 2022 and 2021 was $1,325,885 and $608,706, respectively. Accrued interest on the notes payable as of September 30, 2022 is $27,525.

The note payable repayment schedule, net of discounts for the next three years as of September 30 is as follows:
 
September 30, 2023
 
$
1,960,121
 
September 30, 2024
 
 
6,512,300
 
Total
 
$
8,472,421