v3.25.1
Note 8 - Debt Obligations
3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 8          DEBT OBLIGATIONS

 

Debt at March 31, 2025 and  December 31, 2024 consisted of the following:

 

  

March 31, 2025

  

December 31, 2024

 

GHF Secured Promissory Note - 12% interest, due April 15, 2026

 $4,290,000  $4,290,000 

Alvin Fund LLC 2022 Note - 16% interest, due April 15, 2026

  2,000,000   2,000,000 

Alvin Fund LLC 2023 Note - 12% interest, due April 15, 2026

  2,100,000   2,100,000 

2025 Kips Bay Unsecured Convertible Promissory Note - 6% interest, due April 10, 2026

  7,239,320    

AQMS Note Payable - 9.76% implied interest, due March 31, 2025

     100,000 

Total debt

  15,629,320   8,490,000 

Less: debt discounts and issuance costs

  (1,724,948)  (2,407)

Total debt, net of discounts

  13,904,372   8,487,593 

Less: current maturities

     (97,593)

Long-term debt, net of discounts and issuance costs

 $13,904,372  $8,390,000 

 

GHF, Inc. Unsecured Promissory Note

 

During the three-months ended March 31, 2025 and 2024, the Company recognized interest expense of $126,937 and $158,447, respectively, including OID amortization of $0 and $94,273 respectively, in connection with this note.

 

Alvin Fund 2022 Note

 

During the three-months ended March 31, 2025 and 2024, the Company recognized interest expense of $78,904 and $79,781, respectively in connection with the Alvin Fund 2022 Note. As of  March 31, 2025 and 2024, the Company issued an aggregate of 19,816 and 16,453 shares of unregistered restricted shares of common stock, respectively, with a fair value of $78,904 and $79,781, respectively, to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2022 Note. 

 

Alvin Fund 2023 Note

 

During the three-months ended March 31, 2025 and 2024, the Company recognized interest expense of $62,138 and $93,002, respectively, which includes OID amortization of $0 and $51,117, respectively, in connection with the Alvin Fund 2023 Note. As of   March 31, 2025 and 2024, the Company issued an aggregate of 15,550 and 7,508 shares of unregistered restricted shares of common stock, respectively, with a fair value of $63,518 and $36,822, respectively, to Alvin Fund in lieu of cash payments for interest under the Alvin Fund 2023 Note. 

 

Kips Bay Select LP Unsecured 2025 Convertible Note

 

On January 10, 2025, the Company entered into a securities purchase agreement (“2025 Kips Bay Agreement”) for an unsecured convertible promissory note (the “2025 Kips Bay Note”) with Kips Bay with a principal amount of $10,638,298, of which $5,000,000 was funded in cash on January 13, 2025 with an original issue discount of $319,149. On March 11, 2025, the Company received additional funding of $5,000,000, which resulted in a principal amount for such second tranche of $5,319,149 (that is, an additional $5,000,000 in cash plus an additional $319,149 of original issue discount). The full principal is due on April 10, 2026. Interest is payable monthly at a rate of 6% per annum. In accordance with the agreement, in 2025, the Company issued 110,059 shares of its common stock (44,024 restricted and 66,035 registered) with a fair value of $531,915 as debt issuance costs. The amount was recognized as additional discount on the note. The 2025 Kips Bay Note contains conversion terms that are based on percentages of trading price and volumes. The terms require the conversion option to be bifurcated as a derivative. The initial derivative recorded totaled $1,920,000 and resulted in additional discount on the note (see Note 11).

 

During the three-months ended March 31, 2025, the Company recognized interest expense of $274,884, which includes OID amortization of $211,891, in connection with the 2025 Kips Bay Note. 

 

In the first quarter of 2025 pursuant to the 2025 Kips Bay Note, the Company issued 1,490,624 shares of the Company's common stock to Kips Bay with a fair value of $4,001,243 at an average conversion price of $2.68. 

 

The loss on debt conversion recognized during the three-months ended March 31, 2025 was calculated as follows:

 

Principal converted

 

$

3,398,978

Debt discount associated with principal converted

  

(1,153,374)

Accrued interest payable converted

  

60,404

Derivative liability converted

  

498,355

Total

  

2,804,363

Fair value of stock issued (1,490,624 shares)

  

4,001,243

Loss on conversion of debt

 

$

(1,196,880)

 

AQMS Note 

 

During the three-months ended March 31, 2025 and 2024, the Company recognized interest expense of $2,407 and $13,388, respectively, in connection with the AQMS note payable. As of  March 31, 2025, the AQMS note payable was paid off in full.