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CONVERTIBLE NOTES PAYABLE | 12 Months Ended
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Dec. 31, 2024
Convertible Notes Payable |
CONVERTIBLE NOTES PAYABLE | 26. CONVERTIBLE NOTES PAYABLE Convertible notes payable at December 31, 2024 and 2023, were comprised of the following:
Schedule of convertible notes payable |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Conversion price per share |  | Interest rate |  | Effective rate(1) |  | Due date |  | December 31, 2024 |  |  | December 31, 2023 |
Convertible promissory note –OID only, in default |  | 90% of 5-day VWAP |  | OID Only |  | 33.1% |  | September 28, 2024 |  | $ | 393,000 |  |  | $ | 1,673,000 |
10% OID convertible promissory note, in default |  | $5.80 |  | 15% |  | 39.5% |  | October 19, 2024 |  |  | 5,020,000 |  |  |  | - |
AVLP convertible promissory notes, principal |  | $0.35 (AVLP stock) |  | 7% |  | 8.9% |  | August 22, 2025 |  |  | 9,911,000 |  |  |  | 9,911,000 |
ROI senior secured convertible note, in default |  | $0.11 (ROI stock) |  | OID Only |  | 26.6% |  | April 27, 2024 |  |  | 4,245,000 |  |  |  | 6,513,000 |
Fair value of embedded conversion options |  |  |  |  |  |  |  |  |  |  | - |  |  |  | 910,000 |
Total convertible notes payable |  |  |  |  |  |  |  |  |  |  | 19,569,000 |  |  |  | 19,007,000 |
Less: unamortized debt discounts |  |  |  |  |  |  |  |  |  |  | - |  |  |  | (2,179,000 | )
Total convertible notes payable, net of financing cost, long term |  |  |  |  |  |  |  |  |  | $ | 19,569,000 |  |  | $ | 16,828,000 |
Less: current portion |  |  |  |  |  |  |  |  |  |  | (19,569,000 | ) |  |  | (7,375,000 | )
Convertible notes payable, net of financing cost – long-term portion |  |  |  |  |  |  |  |  |  | $ | - |  |  | $ | 9,453,000 |
| (1) | Includes forbearance and extension fees and OID costs that are amortized to interest expense over the life of the notes.
10% OID Convertible Promissory Note On July 18, 2024, the Company entered into a note purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) pursuant to which the Investor purchased from the Company, on July 19, 2024, in a registered direct offering, a $5.4 million 10% OID Convertible Promissory Note (the “Note”). The Note was sold to the Investor for a purchase price of $4.9 million, which included an OID of $0.5 million. The Note accrues interest at the rate of 15%. The Note matured on October 19, 2024 and is in default as of October 20, 2024. The Note is convertible into shares of Class A common stock at a conversion price of $5.80 per share. During the year ended December 31, 2024, the Investor converted $1.2 million of the Note into 0.2 million shares of Class A common stock that had a fair value of $1.5 million at the time of conversion and the Company recognized a $0.3 million loss on extinguishment of debt. In December 2024, the Company and the Investor entered into a forbearance agreement pursuant to which the Investor agreed to forebear through the close of business on December 31, 2024, from exercising the rights and remedies it is entitled in consideration for the Company’s agreement to issue a convertible promissory note in the amount of $0.9 million (the “Forbearance Note”). In February 2025, the Company and the Investor entered into an amended and restated forbearance agreement pursuant to which the Investor agreed to forebear through the close of business on May 15, 2025, from exercising the rights and remedies it is entitled in consideration for the Company’s agreement to issue to the Investor an amended and restated convertible promissory note in the amount of $3.5 million (the “A&R Forbearance Note”), consisting of (i) the amount then due under the Forbearance Note of $0.9 million, (ii) a forbearance extension fee of $0.3 million and (iii) a true-up amount of $2.3 million. Subject to the approval by the NYSE and the Company’s stockholders, the A&R Forbearance Note is convertible into shares of Class A common stock at a conversion price equal to $2.00, subject to adjustment. The A&R Forbearance Note accrues interest at the rate of 18% per annum and matures on May 15, 2025. 6% Convertible Promissory Notes On March 11, 2024, the Company entered into a note purchase agreement with two institutional investors pursuant to which the investors agreed to acquire, and the Company agreed to issue and sell in a registered direct offering to the investors an aggregate of $2.0 million convertible promissory notes, bearing interest of 6%. The convertible promissory notes were converted into shares of Class A common stock in May 2024 at a conversion price of $12.25 per share and the Company recognized a $0.7 million loss on extinguishment of debt. ROI Gain on Extinguishment of Senior Secured Convertible Notes During the year ended December 31, 2024, ROI converted $2.3 million of ROI senior secured convertible notes that had a fair value of $0.9 million at the time of conversion and recognized a $1.4 million gain on extinguishment of debt. Contractual Maturities Principal maturities of the Company’s convertible notes payable, assuming the exercise of all extensions that are exercisable solely at the Company’s option, as of December 31, 2024, were:
Schedule of contractual maturities |  |  |  |
Year |  | Principal |
2025 |  | $ | 19,569,000 |
|  | $ | 19,569,000 |

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