v3.25.1
Debt
 6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Debt

Note 7 – Debt

 

Note payable

 

March 1, 2021 – $35,000

 

On March 1, 2021, an individual loaned Prime Time Live, Inc. $35,000 in exchange for an unsecured promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before March 1, 2022. The maturity date was extended to May 31, 2023. Interest is due and payable on the first day of each month. As of June 30, 2023 and December 31, 2022, the balance was $35,000 and $35,000, respectively.

 

 

Convertible note payables

 

   June 30,   December 31, 
   2023   2022 
         
August 3, 2022 ($5,000,000)  $5,000,000   $5,000,000 
August 3, 2022 ($1,000,000)   1,000,000    1,000,000 
August 22, 2022 ($500,000)   500,000    500,000 
September 22, 2022 ($250,000)   250,000    250,000 
September 25, 2022 ($600,000)   600,000    600,000 
September 25, 2022 ($600,000)   600,000    600,000 
September 29, 2022 ($50,000)   50,000    50,000 
September 29, 2022 ($500,000)   500,000    500,000 
October 10, 2022 ($500,000)   500,000    500,000 
October 13, 2022 ($750,000)   75,000    75,000 
October 13, 2022 ($50,000)   50,000    50,000 
October 14, 2022 ($50,000)   50,000    50,000 
January 4, 2023 ($500,000)   500,000    - 
           
Total convertible note payables (current)  $9,675,000   $9,175,000 

 

From August 3, 2022 through November 28, 2022, the Company conducted a convertible note offering for a maximum offering of $15,000,000 and a minimum of $2,000,000 (the “Convertible Note Offering”).

 

Pursuant to the terms of the Convertible Note, the principal amount of the Note that may be outstanding from time to time bears interest per annum until paid in full at a rate equal to 6%, compounded annually. The principal and interest of the Note is due and payable to the noteholder on the one-year anniversary of the date of the Note (the “Maturity Date”) unless all principal and interest due under the Note has been converted by the Maturity Date.

 

The conversion price is equal to $0.25 per share of common stock. Any time prior to the Maturity Date, and upon the date of effectiveness of registration of the Notes on a registration statement filed with the Securities and Exchange Commission (the “SEC”), the Note shall automatically convert to shares of common stock of the Company at the Conversion Price (the “Automatic Conversion”); provided however, that in the event that Conversion Shares represent greater than 4.99% of the total shares of common stock of the Company (the portion above 4.99% referred to herein as the “Excess Shares”), then the Automatic Conversion shall only apply to such portion of the Note up to 4.99% and not include the Excess Shares. The Notes are convertible at the option of the Noteholder, in the Noteholder’s sole discretion, in whole or in part, at any time prior to the Maturity Date or payment in full of the Note, whichever occurs first, all or any portion of principal or interest, into shares of common stock of the Company at the Conversion Price.

 

The Company analyzed the conversion option in the Notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging,” and determined that the instruments do not qualify for derivative accounting.

 

As of December 31, 2022, the Company received $9,175,000 from a total of 12 accredited investors pursuant to the Convertible Note Offering.

 

As of June 30, 2023, the Company received $9,675,000 from a total of 13 accredited investors pursuant to the Convertible Note Offering.