v3.24.3
Convertible Notes Payable
9 Months Ended
Sep. 30, 2024
Convertible Notes Payable [Abstract]  
CONVERTIBLE NOTES PAYABLE

NOTE 7: CONVERTIBLE NOTES PAYABLE

 

On May 14, 2024, the Company entered into an Amendment and Notice of Conversion of Note with Palladium, pursuant to which that certain Secured Convertible Note, dated March 1, 2022 (the “2022 Palladium Note”), issued to Palladium in connection with the Subsequent Closing in the principal amount of $240,135, was amended to allow for immediate conversion of the 2022 Palladium Note and which, simultaneously, converted the 2022 Palladium Note in full in exchange for 278,587 shares of common stock, representing the conversion of the principal amount of $240,135, plus accrued and unpaid interest of $38,452.

 

On March 2024, the Company issued two unsecured original issue discount promissory notes in the aggregate principal amount of $343,500, respectively (the “March 2024 OID Notes”). The Company received proceeds in the aggregate amount of $325,000 in connection with the issuance of the March 2024 OID Notes. No interest shall accrue on the OID Notes prior to an event of default and after event of default, interest shall accrue at the rate of 24% per annum. The March OID Notes mature on October 1, 2024, which was extended to January 31, 2025. In connection with the March OID Notes, the Company recognized a debt discount of $18,500, of which $8,103, was amortized to interest expense for the three months ended September 30, 2024 and $18,500 for the nine months ended September 30, 2024. As of September 30, 2024, $0 remained unamortized. The March 2024 OID Notes including interest accrued thereon shall be convertible, in whole or in part, into shared of Common Stock at the option of the Holder at a price of $1.00, at any time. Pursuant to the term of the note, holder shall not exceed its beneficial ownership limitation to 9.99% upon conversion into shares.

 

On April 2024, the Company issued two unsecured original issue discount promissory notes in the aggregate principal amount of $87,000, respectively (the “April 2024 OID Notes”). The Company received proceeds in the aggregate amount of $85,000 in connection with the issuance of the April 2024 OID Notes. No interest shall accrue on the OID Notes prior to an event of default and after event of default, interest shall accrue at the rate of 24% per annum. The April OID Notes mature on October 1, 2024, which was extended to January 31, 2025. In connection with the April OID Notes, the Company recognized a debt discount of $2,000, of which $1,005, was amortized to interest expense for the three months ended September 30, 2024 and $2,000 for the nine months ended September 30, 2024. As of September 30, 2024, $0 remained unamortized. The April 2024 OID Notes including interest accrued thereon shall be convertible, in whole or in part, into shared of Common Stock at the option of the Holder at a price of $1.00, at any time. Pursuant to the term of the note, holder shall not exceed its beneficial ownership limitation to 9.99% upon conversion into shares. 

 

The March and April 2024 OID Notes are convertible into share of the Company’s stock at any time at a conversion price of $1.00 per share.

 

In connection with the March and April 2024 OID Notes, the Company granted 8,000,001 warrants to purchase common stock. The Company recognized a debt discount of $424,983 consisting of the relative fair value of the warrants (see Note 9). The fair value of the warrants was calculated by assumptions used in the Black-Scholes model (Note 9). The debt discount will be amortized to interest expense over the life of the loans. For the three and nine months ended September 30, 2024, $212,491 and $ 424,982 was amortized to interest expense. As of September 30, 2024, $0 remained unamortized.

 

As of September 30, 2024 and December 31, 2023, the Company had total convertible promissory notes outstanding of $1,530,499 and 1,340,135, respectively.

 

Interest expense was $15,753 and $13,247 for the three months ended September 30, 2024 and 2023 respectively. During the nine months ended September 30, 2024 and 2023 interest expense was $46,918 and $36,801 respectively. As of September 30, 2024 and December 31, 2023, interest payable on the convertible notes was $116,390 and $69,473, respectively.