v3.22.2.2
4% Secured Convertible Notes Payable - Stockholders
9 Months Ended
Sep. 30, 2022
Secured Convertible Promissory Notes Payable [Abstract]  
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS

NOTE 8 – 4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS

 

On August 26, 2016, the Company, pursuant to a Securities Purchase Agreement, issued $600,000 aggregate principal amount of its 4.0% Secured Convertible Promissory Notes due June 30, 2019 (the “New Secured Notes”) to certain accredited investors (“investors”). The Company issued additional New Secured Notes during 2016, 2017, 2018, 2019 2020, 2021 and 2022.

 

During the nine months ended September 30, 2022, the Company issued $200,000 aggregate principal amount of its New Secured Notes to a member of the Board of Directors and his son.

 

The New Secured Notes are convertible by the holders, at any time, into shares of the Company’s authorized Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series C Preferred Stock only. Each share of Series C Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to full ratchet anti-dilution adjustment for one year and weighted average anti-dilution adjustment thereafter, as described in the Certificate of Designation of the Series C Preferred Stock. Upon a liquidation event, the Company shall first pay to the holders of the Series C Preferred Stock, on a pari passu basis with the holders of the Company’s outstanding Series A Preferred Stock and Series B Preferred Stock, an amount per share equal to 700% of the conversion price (i.e., $630.00 per share of Series C Preferred Stock), plus all accrued and unpaid dividends on each share of Series C Preferred Stock (the “Series C Preference Amount”). The Series C Preference Amount shall be paid prior and in preference to payment of any amounts to the Common Stock. After the payment of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and any additional senior preferred stock, the Series C Preferred Stock participates in further distributions subject to an aggregate cap of seven and one-half times (7.5x) the original issue price thereof, plus all accrued and unpaid dividends.

 

The maturity dates of the New Secured Notes were extended by the investors most recently to October 31, 2023.

 

The New Secured Notes are recorded as a current liability in the amount of $14,981,250 and $14,781,250 as of September 30, 2022 and December 31, 2021. Interest accrued on the New Secured Notes was $2,000,636 as of September 30, 2022 and $1,552,519, as of December 31, 2021. Interest expense related to these New Secured Notes was $149,813 and $448,117 for the three and nine months ended September 30, 2022 and $148,036 and $385,527 for the three and nine months ended September 30. 2021.