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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 15 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date of issuance of these financial statements. 

 

On October 1, 2023, (effective January 1, 2024) the Company signed 5-year operating rental agreement with UST Mexico, Inc. for two cigarette manufacturing lines located in Tijuana, Mexico. UST will pay $25,000 per calendar month for 60 months commencing on January 1, 2024. Ownership of the assets remains with the Company.

 

On January 1, 2024 the renewed Rufin Road lease became effective. The Company had signed a new 91-month lease in October 2023 in respect of its Ruffin Road manufacturing facility. Rental payments commence at $77,972 per month with annual 3.5% CPI increases. The lease calls for a $389,861 security deposit, due upon execution of the lease. The Company, after appropriate research, has calculated the revised value of the ROU asset and liability, which will be applied with effect from January 1, 2024. As this new lease was signed in October 2023, GAAP rules require that we adjust the valuations of ROU assets and liabilities carried on the balance sheet at December 31, 2023, to account for the potential increase in value. As of the date of issuance of this report, the Company had not paid the required security deposit, and was planning to negotiate payment terms with the landlord.

 

On January 8, 2024, Mast Hill Fund funded the fifth and final tranche of the $3.0 million commitment in the gross amount of $774,444. After deduction of 10% original issuer discount of $77,444, brokers’ commission and fees of $69,258, the Company received net proceeds of $627,742. Additional compensation comprising 8,054 placement shares and 34,902 warrants were issued to the lenders and brokers. Loan repayments are scheduled to begin on May 8, 2024, in the amount of $129,084 per month for six months, followed by two payments of $25,928.

On January 9, 2024, the Company received a letter from Nasdaq advising us of our non-compliance with listing rules related to the holding of shareholder meetings, in particular the annual general meeting for the fiscal year ended December 31, 2022. The company was given 45 calendar days to submit a plan to regain compliance, which if accepted would allow Nasdaq to grant an extension of time, until June 28, 2024, to hold this meeting. The Company submitted the required plan prior to February 23, 2024, and was subsequently granted the 180-day extension.

 

On January 29, 2024, Viva Veritas LLC submitted a Notice of Conversion to the Company. Specifically, Viva Veritas elected to convert $440,985 of principal from the $3,200,000 promissory note. Based on the conversion terms of the note, 139,995 shares were issued at a value of $3.15 per share. The remaining balance of the note after this conversion is $2,759,015 plus accrued interest.

 

The loan payments due on the first tranche of First Fire/Mast Hill promissory note loans were not made on the due dates February 18th/19th), consequently these first two notes are now in default under paragraph 3.20 of the Note. This triggers a default interest rate of 16%, and also a change in the calculation of the conversion rate from a fixed $15.00 per share to 87.5% of the lowest average VWAP in the 10 days prior to the conversion date. On March 18-19 the company was unable to make the second installments of the October promissory notes amortization payments, and the total of overdue payments stands at $370,956.

 

Between February 23, 2024, and April 30, 2024, Mast Hill Fund submitted a total of 20 individual Notices of Conversion to the Company in respect of their promissory notes dated October 19, 2023, December 11, 2023, and January 8, 2024, for aggregate amounts of $244,444 of accrued interest, $21,000 of fees and $330,418 of principal. A total of $595,862 was converted at an average conversion rate of $1.50 (post-split) per share for a total of 396,261 shares of the company’s common stock.

 

On March 5, 2024, the Company received a notification from Nasdaq referencing their prior notification of January 9, 2024, in which the Company was advised that due to its not having held an Annual General Meeting for the fiscal year 2022, it no longer complied with Nasdaq listing rules for continued listing. The Company was granted a 180-day extension to June 28, 2024, to hold this meeting. As of June 28, 2024, the Company had failed to hold the required Annual General Meeting for the fiscal year ended December 31, 2022, and consequently has not regained compliance with Nasdaq rules.

  

On March 8, 2024, following GGII and HPCO’s Board of Directors resolutions approving the repayment of $639,747.98 of loan payable balance due by HPCO to GGII in shares, the Company issued a directive to Transfer Online for the issuance of 276,251 shares of common stock to Green Globe International, Inc. This represents a conversion rate of $2.32, the post-split closing price on March 7, 2024.

 

On March 13, 2024, the Company effected a one for ten (1:10) reverse stock split on its common stock and reduced its authorized shares to 20,000,000 and 5,000,000 common and preferred shares respectively. The par value is unchanged at $0.001.

 

On March 14, 2024, First Fire Global Opportunities Fund presented a Notice of Conversion to the Company in respect of their promissory note dated October 18, 2023, for $27,778 of accrued interest, and $57,875 of principal in aggregate $85,653 to be converted at an average conversion rate of $1.85 (post-split) per share for a total of 46,299 shares of the company’s common stock.

 

On March 25, 2024, Mast Hill Fund funded the first tranche of a new round of funding in the gross amount of $379,288. After deduction of 10% original issuer discount of $37,928, brokers’ commission and fees of $33,309, the Company received net proceeds of $308,051. Additional compensation of 113,786 warrants were issued to the lender. Loan repayments are scheduled to begin on July 25, 2024, in the amount of $63,220 per month for six months, followed by two payments of $12,699.

On March 29, 2024, First Fire Global Opportunities Fund funded the first tranche of a new round of funding in the gross amount of $111,111. After deduction of 10% original issuer discount of $11,111, brokers’ commission and fees of $8,000, the Company received net proceeds of $92,000. Additional compensation of 33,333 warrants were issued to the lender. Loan repayments are scheduled to begin on July 25, 2024, in the amount of $18,520 per month for six months, followed by two payments of $3,720.

 

On April 15, 2024, First Fire Global Opportunities Fund presented a second Notice of Conversion to Hempacco in respect of their promissory note dated December 18, 2023, for $27,778 of accrued interest, and $20,604 of principal in aggregate $40,382 to be converted at an average conversion rate of $0.87 (post-split) per share for a total of 46,299 shares of the company’s common stock.

 

On April 18, 2024, the Company received a written notice from Nasdaq indicating that the Company was not in compliance with Nasdaq’s Listing Rules with regard to filing our annual report on Form 10-K for the year ended December 31, 2023. We have 60 days to submit our plan for regaining compliance, which, if accepted by Nasdaq, will provide us with a 180 day extension until October 14, 2024 to regain compliance.

 

On April 19, 2024, the Company executed a 30-day promissory note in favor of Fumari Mexico, S. De R.L. De C.V. in the amount of $230,714.32. This sum represents compensation for the early cancellation of the Manufacturing Service Agreement entered into on February 27, 2023, between Hempacco and Fumari. If the note is not paid by May 19, 2024, a monthly late fee of 1.5% of the outstanding principal balance will accrue until the note is paid in full.

 

On April 23, 2024, Mast Hill Fund funded the second tranche of a new round of funding in the gross amount of $379,289. After deduction of 10% original issuer discount of $37,929, brokers’ commission and fees of $33,309, the Company received net proceeds of $308,051. Additional compensation of 113,786 warrants were issued to the lender. Loan repayments are scheduled to begin on August 23, 2024, in the amount of $63,220 per month for six months, followed by two payments of $12,699.

 

On April 29, 2024, Viva Veritas LLC submitted a second Notice of Conversion to Hempacco. Specifically, Viva Veritas elected to convert $69,026 of principal from the $3,200,000 promissory note. Based on the conversion terms of the note, 72,000 shares were issued at a value of $0.9587 per share. The remaining principal balance of the note (excluding accrued interest) after this conversion is $2,689,989.

 

On May 2, 2024, the Company sold its US based cigarette manufacturing line for $550,000, this will result in an approximate loss on sale of $533,000. Accordingly, an impairment allowance of $500,000 has been charged to the income statement for the year ended December 31, 2023.

 

On May 3, 2024, The Board of Directors of Hempacco Co., Inc. approved a resolution approving the implementation of the previously approved Directors’ Compensation Plan. The basic terms of the compensation will remain the same except for the cash payment portion, which, due to the cash flow circumstances, will be paid by issuance of common shares. Subsequently 76,596 shares were approved for issuance in settlement of this obligation for the period commencing March 1, 2022, through May 31, 2024. In addition, 29,375 three-year warrants were approved, vesting monthly.

 

On May 15, 2024, Viva Veritas LLC submitted a third Notice of Conversion to the Company. Specifically, Viva Veritas elected to convert $90,700 of principal from the $3,200,000 promissory note. Based on the conversion terms of the note, 100,000 shares were issued at a value of $0.9070 per share. The remaining principal balance of the note (excluding accrued interest) after this conversion is $2,599,289.

On May 20, 2024, the Board of Directors (with the Written Consent of Stockholders) of Cheech and Chong’s Hemp Company decided to dissolve the company as a result of the self-executing Event of Dissolution of the Joint Venture Agreement dated January 1, 2022, between Hempacco and Cheech and Chong’s Cannabis Company. This event was triggered by the reduction of sales and/or net profits below the pre-determined level agreed upon in writing by the JV Partners.

 

On May 23, 2024, the Company received a notification from Nasdaq advising the Company that the non-filing of its quarterly report on Form 10-Q by the due date, has resulted in the Company being non-compliant with Nasdaq rules, and that the Company now has a period of 60-days in which to submit a plan of action to cure this non-compliance. Should our plan be accepted an extension period of 180-days from the due date maybe granted.

 

On June 1, 2024, the Company issued a 180-day, 8% promissory note to Tradelink Inc.in exchange for $250,000 in cash.

 

On June 17, 2024, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State for Nevada, in which the authorized share capital was increased from a total of 25 million (post reverse stock-split) to a total of 105million shares of which 100 million are designated as common shares and 5 million are designated as preference shares. This decision was taken in order to be rteady to accommodate any new issues resulting from a financing or investment situation.

 

On June 26, 2024, Viva Veritas LLC submitted a fourth Notice of Conversion to the Company. Specifically, Viva Veritas elected to convert $145,888 of principal from the $3,200,000 promissory note. Based on the conversion terms of the note, 188,000 shares were issued at a value of $0.7760 per share. The remaining principal balance of the note (excluding accrued interest) after this conversion is $2,453,401. 

 

On or about June 26, 2024, the Company entered into a Product Supply Agreement with Sprouts Holdings, LLC (“Sprouts”), an affiliate of Alfalfa Holdings, LLC, which superseded the prior joint venture and services agreement with Alfalfa and Talent, and pursuant to which the Company will manufacture and supply products to Sprouts Holdings, LLC, including the “Dogg lbs” brand of CBD gummies.

 

On July 1, 2024, The Company received the expected Notification of delisting from Nasdaq, primarily for not meeting the annual meeting requirement by the deadline date of June 28, 2024.is also delinquent in filing Form 10-K for the year ended December 31, 2023, and Form 10-Q for the quarter ended March 31, 2024. The Company was also reminded of its continued delinquencies in not filing its annual report on Form 10-K and its quarterly report for the 3-months ended March 31, 2024, on Form 10-Q.The Company has until July 8, 2024, to file a request for an appeal hearing and a stay of the suspension pending this hearing. The hearings are typically held within 30 – 45 days from the date of application. The Company plans to request a hearing by the designated due date and also plans to be compliant with all Nasdaq listing rules before the scheduled hearing date.

 

On July 7, 2024, the Company made an application for a hearing and a stay of the delisting until a determination is received from the hearing panel. On July 8, 2024, the Company received an official confirmation letter of our request for a hearing, and advised that the hearing date would be August 13, 2024 at 9:00 a.m. Eastern Time. The letter explained the various written submission that should be sent to the hearing panel prior to the hearing date. The oral hearing will be held via videoconference. The Company anticipates that all outstanding SEC filings will be completed by the hearing date, and that a shareholders meeting will have been scheduled, where additional independent Directors will be appointed.

 

On July 16, 2024, the Company received a notification from Nasdaq in which the Company was  advised that due to its share price having closed at less than $1.00 for 30 consecutive business days, that the Company is no  longer in compliance with Nasdaq rules on this topic. The Company has received an automatic 180-day period in which to regain compliance. This matter will be included in the Company’s written plan of compliance that will be submitted to Nasdaq prior to the scheduled hearing on August 13, 2024.

 

On July 29, 2024, the Company signed an investor relations consulting agreement with IR Agency for the provision of consulting services for a period of one month. Compensation is comprised of $250,000 in cash payable by July 19, 2024.

 

Subsequent to December 31, 2023, Mast Hill Fund has converted principal, interest and fees of $595,862 into 396,261 shares of common stock. First Fire Global Opportunities has converted principal, interest and fees of $134,035 into 92,598 shares of common stock. Viva Veritas has converted principal, interest and fees of $746,599 into 499,995 shares of common stock. Some of these conversions are detailed above.