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Convertible Notes Payable, Notes Payable to Related Parties and Promissory Notes
9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Convertible Notes Payable, Notes Payable to Related Parties and Promissory Notes

Note 5 – Convertible Notes Payable, Notes Payable to Related Parties and Promissory Notes

 

Convertible notes payable

 

During the year ended December 31, 2020 investors purchased an additional $404,601 of our convertible notes, such that at December 31, 2020 the balance of the convertible notes, including accrued interest, was $2,295,305. These convertible notes accrued interest at 6.0% per year and were scheduled to mature on December 31, 2021. In conjunction with the February 2021 IPO, the Notes automatically converted into 2,066,176 shares of common stock at discounts ranging from 50% to 75% of the IPO price. Interest expense for the three months ended September 30, 2021 and 2020 was $0 and $32,466, respectively. Interest expense for the nine months ended September 30, 2021 and 2020 was $16,586 and $96,207, respectively.

 

Accrued fees to a related party

 

The Company had an agreement with a shareholder to provide collateral for a bank line of credit described in Note 4 – Line of Credit. The amount of the cash collateral provided by the shareholder to the bank was $2.0 million. The collateral agreement required a commitment to pay collateral fees of $710,000 (comprised of annual interest of $660,000 plus the $50,000 renewal fee) to the shareholder and issue 3,454 common stock warrants. In January 2019, in connection with the collateral agreement, the Company converted accrued fees of $725,000 into an unsecured note payable, which bore interest at 33% annually and had a maturity date of December 31, 2021. The fees that accrued on the collateral arrangement were 33% percent of the collateral amount annually plus an annual renewal fee of $50,000. Interest expense for the three months ended September 30, 2021 and 2020 was $0 and $326,359, respectively. Interest expense for the nine months ended September 30, 2021 and 2020 was $208,727 and $981,534, respectively. The balance outstanding on the accrued collateral fees was $1,960,336 at December 31, 2020, excluding the $725,000 unsecured note payable. This collateral agreement terminated in March 2021.

 

In conjunction with the February 2021 IPO, the notes payable and accrued interest due to this shareholder were converted to 1,667,859 shares of common stock.

 

Promissory notes payable

 

During the twelve months ended December 31, 2020, the Company issued, to a number of existing shareholders, in four separate tranches, $1,857,764 of Promissory Notes that accrue interest at a rate of 6% per year and were scheduled to mature on December 31, 2021. When issued, the notes incorporated the following attributes: interest on the Notes accrue at 6% and upon the successful completion of a qualified IPO by December 31, 2021, the notes and accrued interest would convert into equity at a per share valuation equal to $40.0 million. In addition, each investor in the Promissory Notes would receive shares and warrants based on a formula that takes into account the number of shares and warrants the investor owned before the investment in these Promissory Notes, as well as a portion of the bonus allocation of 1,038,342 shares made available to the investors. Interest expense for the three months ended September 30, 2021 and 2020 was $0 and $15,965, respectively. Interest expense for the nine months ended September 30, 2021 and 2020 was $14,454 and $23,091, respectively.

 

In conjunction with the February 2021 IPO, all of the Promissory Notes converted into 3,080,535 shares of common stock.

 

The Company recognized a finance charge to interest expense of $8,141,424 related to the conversion of the convertible notes, notes payable to related parties and promissory notes during the nine months ended September 30, 2021.