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15. SUBSEQUENT EVENTS
On June 28, 2023, the Company filed a voluntary petition for its subsidiary, TopPop, under Chapter 11, Subchapter V of the bankruptcy code in the Eastern District of New York, Case No. 23-72310. TopPop intends to continue its operations as a debtor in possession while it reorganizes its debts. The bankruptcy filing constitutes an event of default under all of the Company’s outstanding debt obligations. There were no other contract violations and the other wholly owned subsidiaries will continue operations as usual. Creditors of TopPop may seek an order from the bankruptcy court to modify the automatic stay under Section 362 of the bankruptcy code. If the Creditors are successful, they would be permitted to continue collections against TopPop including seizing its assets.
On March 2, 2023, the Company entered into three Original Issue Discount Promissory Notes in the aggregate principal amount of $550,000 (the “OID Notes”). The OID Notes had a maturity date of April 3, 2023, and upon any Event of Default (as defined in the OID Notes), including the failure to make timely payment, the full principal amount of the OID Notes becomes immediately due and payable, at the holder’s discretion, and the interest rate on the OID Notes is increased from 0% to 18% per annum. On May 31, 2023, the Company received notices of default from two holders of the OID Notes for failure to make timely payment, and that the holders of the OID Notes were calling the entire amount under the OID Notes immediately due and payable. At this time, the Company is unable to pay off the entire balance that is currently due pursuant to the OID Notes ($564,918 as of June 27, 2023). Prior to the notices of default, the Company was attempting to reach a negotiated settlement with holders of the OID Notes, and the Company remains in discussions with the holders of the OID Notes to remedy these events of default.
On April 26, 2023, a shareholder loaned the Company $250,000 on a short-term basis while the Company was negotiating additional financing. The loan was repaid from the proceeds of the Note (defined below).
On May 11, 2023, the Company entered into a 10% Original Issue Discount (OID) Convertible Promissory Note (the “Note”), in the aggregate principal amount of $660,000 with a shareholder (the “OID Shareholder”). The Company received a total of $600,000 in net proceeds from the Note, taking into account the 10% original issue discount. The Note matures on August 11, 2023 (the “Maturity Date”). The Note bears interest at 12% per annum beginning on the 90th day following execution, if not repaid. The Company may prepay the Note at any time, with no penalty.
In addition, if at any time after the Maturity Date any portion of the Note remains outstanding, the OID Shareholder may elect to convert all or any portion of the amount outstanding under the Note into Common Stock of the Company. Pursuant to the terms of the Note, the price at which the Note may be converted into Common Stock will be equal to the lesser of (i) $0.0001 per share of Common Stock, or (ii) for each share of Common Stock, 50% of the lowest closing price of the Common Stock in the 30 trading days prior to the conversion notice. If, at any time the Note is outstanding, the Company issues Common Stock for a price per share less than the then applicable conversion price under the Note, then the conversion price of the Note will be reduced to such lower price. The Note contains customary events of default, including, but not limited to, failure to observe covenants under the Note and suspension or delisting of the Company’s Common Stock from the over-the-counter market. Upon the occurrence of an event of default, all obligations under the Note will become immediately due and payable within five days. The Note’s current conversion price ($0.0001 per share) is lower than the par value of the Company’s Common Stock ($0.001 per share). Any issuance of Common Stock upon conversion of the Notes for a price per share less than the Common Stock’s par value ($0.001) would violate applicable Nevada law. As of June 29, 2023, there have been no conversions under this note.
On May 24, 2023, the Company received a notice of default from the OID Shareholder listing defaults that the OID Shareholder believed have occurred, including, the Company’s failure to reserve a sufficient number of shares of its Common Stock for a conversion of the Note if was not paid upon its maturity. Based on its asserted defaults, the OID Shareholder has given notice to the Company that the $660,000 plus interest due under the Note is immediately due and payable, and the OID Shareholder has reserved any and all remedies available to it as a result of such defaults. As of June 29, 2023 there have been no conversions under this note.
As of June 29, 2023, the Company is unable to pay off the entire loan balance due to the OID Shareholder or reserve sufficient shares satisfy a conversion of the Note into Common Stock. Prior to the notice of default from the OID Shareholder, the Company was attempting to reach a negotiated settlement with the OID Shareholder, and the Company remains in discussions with the OID Shareholder to remedy these events of default.
On May 26, 2023, six investors (the “Exchange Investors”) that purchased the Company’s Series A-2 Convertible Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock”), pursuant to a securities purchase agreement dated as of July 26, 2021 (the “Purchase Agreement”), delivered notices to the Company of their desire to exercise their rights under the Purchase Agreement, which allows them to convert their shares of Series A-2 Preferred Stock into 10% Original Issue Discount (OID) Convertible Promissory Notes with the same terms as the Note (the “Exchange Notes”) with an aggregate principal amount of $17,446,000.
The Exchange Notes would have the same terms as the Note, including, but not limited to, a maturity date of August 11, 2023; interest at 12% per annum beginning on the 90th day following execution, if not repaid; the ability for the Company to prepay with no penalty; if at any time after the maturity date any portion of the Exchange Notes remain outstanding, the Exchange Investors may elect to convert all or any portion of the amount outstanding into Common Stock; the price at which the Exchange Notes will convert into Common Stock will be equal to the lesser of (i) $0.0001 per share of Common Stock, or (ii) for each share of Common Stock, 50% of the lowest closing price of the Common Stock in the 30 trading days prior to the conversion notice; if, at any time the Exchange Notes are outstanding, the Company issues Common Stock for a price per share less than the then applicable conversion price under the Exchange Notes, then the conversion price of the Exchange Notes shall be reduced to such lower price; customary events of default, including, but not limited to, failure to observe covenants under the Note and suspension or delisting from the over-the-counter market; and upon the occurrence of an event of default, all obligations under the Exchange Notes shall become immediately due and payable within five days. Similar to the Note, the Exchange Notes’ conversion price will be lower than the par value of the Company’s Common Stock ($0.001 per share), which would cause the conversion of the Exchange Notes to Common Stock at such price to violate applicable Nevada law. If the Company issues the Exchange Notes, pursuant to the term of the Purchase Agreement, the Company would be required to issue Exchange Notes in the original principal amount of $17,446,000.
In addition, upon entry into the Exchange Notes, the Company will be in default of the Exchange Notes for, among other things, the Company’s failure to authorize and reserve a sufficient number of shares of its Common Stock for conversion. At this time, the Company would be unable to pay off the entire loan balance due pursuant to the Exchange Note or meet its reserve share obligations required in the Exchange Notes. The Company remains in discussion with the Exchange Investors to remedy these events of default.
On June 8, 2023, a shareholder converted 100 shares of Series A-2 Preferred Shares into 320,000 shares of Common Stock.
