Related Party Transactions |
9 Months Ended |
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Sep. 30, 2024 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related Party Transactions
SPA Warrants – The SPA Warrants are held by related parties ATW I, MIF and SLS Family Irrevocable Trust (see Note 12 – Warrants). During the nine months ended September 30, 2024, ATW and SLS exercised 615,589 and 38,230 SPA Warrants, respectively, in exchange for Common Stock.
Convertible Secured Debentures – During the third quarter of 2024, ATW I converted secured debentures with a principal value of $3,425,000 and interest of $96,528 into 1,322,604 shares.
During the second quarter of 2024, ATW I converted secured debentures with a principal value of $2,194,231 and interest of $43,167 into 628,942 shares.
On January 30, 2024, the Company and certain of its subsidiaries and ATW I entered into an Amendment and Exchange Agreement (the “Amendment and Exchange Agreement”), pursuant to which ATW I transferred its existing 5% Original Issue Discount Senior Secured Convertible Debenture to the Company in exchange for a new Original Issue Discount Exchanged Senior Secured Convertible Debenture due September 9, 2026 (the “New Debenture”) in the aggregate principal amount of $29,591,600. In addition, on January 30, 2024, the Company and certain of its subsidiaries entered into additional Amendment and Exchange Agreements with MIF and SLS Family Irrevocable Trust on substantially similar terms, pursuant to which MIF and SLS Family Irrevocable Trust transferred their existing 5% Original Issue Discount Senior Secured Convertible Debentures to the Company in exchange for New Debentures in the aggregate principal amount of $5,102,000 and $1,836,720, respectively. (see Note 7, “Notes Payable”).
For the three and nine months ended September 30, 2024, interest expense attributable to ATW, MIF, and SLS Family Irrevocable Trust was $327,682, $65,192 and $23,469, and $1,070,098, $194,159 and $69,897, respectively. For the three and nine months ended September 30, 2023 interest expense to ATW, MIF, and SLS Family Irrevocable Trust was $378,115, $65,192 and $23,469 and $1,122,015, $193,451 and $69,642, respectively.
Convertible Senior Secured Term Loans – In the third quarter of 2023, the Company entered into a convertible senior secured term loan with related parties ATW II, ATW I, MIF and other non-related party lenders. The loan was subsequently amended in the fourth quarter of 2023 and the first quarter of 2024 (see Note 7, “Notes Payable”).
On January 30, 2024, the Company also entered into the 2024 Term Loan Agreement with related parties ATW Management, as collateral agent and lender, and ATW III, ATW II, ATW I, MIF and another non-related party lenders. The principal amounts outstanding on the convertible senior term loans to related parties ATW I, ATW II, ATW III and MIF at September 30, 2024 were $2,977,513, $5,748,354, $1,064,730 and $4,128,594, respectively. For the three and nine months ended September 30, 2024, interest expense attributable to ATW I, ATW II, ATW III and MIF was $103,635, $192,216, $40,815 and $145,845, and $251,674, $524,531, $105,544 and $390,339, respectively. For the three and nine months ended September 30, 2023, interest expense attributable to ATW I, ATW II and MIF was $6,850, $3,984 and $4,167.
Flexible Consulting, LLC - On December 1, 2023, the Board appointed Victoria Hay as the Interim Chief Financial Officer and principal financial officer of the Company. Victoria Hay is the co-owner and President of Flexible Consulting, LLC, a financial and accounting consulting firm, with which the Company has engaged with since January 2023 to provide it with accounting and finance services relating to its quarterly reporting and mergers/acquisition activity. Flexible Consulting, LLC is considered to be a related party from December 1, 2023. The total value of services provided by Flexible Consulting, LLC to the Company for the three and nine months ended September 30, 2024 was $270,000 and $758,000, respectively, and accounts payable included $90,000 and $95,177 due to Flexible Consulting, LLC at September 30, 2024 and December 31, 2023, respectively.
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