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CONVERTIBLE NOTES | 9 Months Ended
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Sep. 30, 2022
Convertible Notes |
CONVERTIBLE NOTES | 16. CONVERTIBLE NOTES Convertible notes payable at September 30, 2022 and December 31, 2021, were comprised of the following:
Schedule of convertible notes payable |  | Conversion price per share |  | Interest rate |  | Due date |  | September 30, 2022 |  |  | December 31, 2021 |
Convertible promissory note |  | $4.00 |  | 4% |  | May 10, 2024 |  | $ | 660,000 |  |  | $ | 660,000 |
AVLP convertible promissory notes |  | $0.35 (AVLP stock) |  | 15% |  | August 22, 2025 |  |  | 9,911,000 |  |  |  | - |
Fair value of embedded options and derivatives |  |  |  |  |  |  |  |  | 4,908,000 |  |  |  | - |
Less: unamortized debt discounts |  |  |  |  |  |  |  |  | (132,000 | ) |  |  | (192,000 | )
Total convertible notes payable, net of financing cost |  |  |  |  |  |  |  | $ | 15,347,000 |  |  | $ | 468,000 |
Less: current portion |  |  |  |  |  |  |  |  | (1,469,000 | ) |  |  | - |
Total convertible notes payable, net of financing cost, long term |  |  |  |  |  |  |  | $ | 13,878,000 |  |  | $ | 468,000 |
AVLP convertible promissory notes The AVLP convertible notes payable are due and payable on August 22, 2025, with interest at 7% per annum. At the election of the holders, outstanding principal and accrued interest under the notes are convertible into shares of AVLP’s common stock at a conversion price equal to either (i) if the aggregate market capital of AVLP on the date of conversion (the “Market Cap”) is $35 million or less, at a 25% discount to the market price, or (ii) if the Market Cap is greater than $35 million, at a 25% discount to the market price, provided that such discount shall be increased by dividing it by the quotient that shall be obtained by dividing $35 million by the Market Cap at the time of conversion, provided, however, any increase in the discount to the market price shall not result in a discount that is greater than a 75% discount (the “Conversion Price”). Notwithstanding the foregoing, in no event shall the Conversion Price be less than $0.35.

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