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DEBT | 12 Months Ended
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Sep. 30, 2021
DEBT |
DEBT | NOTE 5 – DEBT Short-term debt comprises a significant component of the Company’s funding needs. Short-term debt is generally defined as debt with principal maturities of one-year or less. Long-term debt is defined as principal maturities of one year or more. Short and Long-Term Debt The following is a summary of our indebtedness at September 30, 2021: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Net Carrying Value | ​ | ​ | ​ | ​
​ |  | Unpaid Principal |  | ​ | ​ |  | ​ | ​ |  | Contractual |  | Contractual
Type of Debt |  | Balance |  | Current |  | Long-Term |  | Interest Rate |  | Maturity
Matured Notes | ​ | $ | 5,838,591 | ​ | $ | 5,838,591 | ​ | $ | — |  | 0.00% - 15.00 | % | 2016 - 2021
Promissory Notes | ​ |  | 23,831,912 | ​ |  | 23,831,912 | ​ |  | — |  | 28.00 | % | 2021 – 2022
Demand Note | ​ |  | 500,000 | ​ |  | 500,000 | ​ |  | — |  | 27.00 | % | 2020
Convertible Unsecured Notes | ​ |  | 15,932,500 | ​ |  | 15,932,500 | ​ |  | — |  | 15.00%-20.00 | % | 2021 - 2022
Real Estate Note | ​ |  | 283,881 | ​ |  | 36,269 | ​ |  | 247,612 |  | 5.00 | % | 2023
Loan Advances | ​ |  | 1,122,253 | ​ |  | 1,122,253 | ​ |  | — |  | 0.00% - 10.00 | % | 2019 – 2020
Less: Debt Discount | ​ |  | (8,060,555) | ​ |  | (8,060,555) | ​ |  | — |  | NA |  | NA
Total Debt | ​ | $ | 39,448,582 | ​ | $ | 39,200,970 | ​ | $ | 247,612 |  | NA |  | NA
​ Scheduled Debt Maturities The following scheduled debt maturities at September 30, 2021: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Years Ended September 30,
​ |  | 2021 |  | 2022 |  | 2023 |  | Total
Total Debt | ​ | $ | 39,200,970 | ​ | $ | — | ​ | $ | 247,612 | ​ | $ | 39,448,582
​ The following is a summary of our indebtedness at September 30, 2020: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Net Carrying Value | ​ | ​ | ​ | ​
​ |  | Unpaid Principal |  | ​ | ​ |  | ​ | ​ |  | Contractual |  | Contractual
Type of Debt |  | Balance | ​ | Current | ​ | Long-Term |  | Interest Rate |  | Maturity
Matured Notes | ​ | $ | 4,828,450 | ​ | $ | 4,828,450 | ​ | $ | — |  | 0.00% - 15.00 | % | 2016 - 2019
Promissory Notes | ​ |  | 25,288,063 | ​ |  | 25,288,063 | ​ |  | — |  | 0.00% - 28.00 | % | 2021 – 2022
Demand Note | ​ |  | 500,000 | ​ |  | 500,000 | ​ |  | — |  | 27.00 | % | 2020
Convertible Unsecured Notes | ​ |  | 1,867,500 | ​ |  | 1,867,500 | ​ |  | — |  | 20.00 | % | 2021
Real Estate Note | ​ |  | 318,384 | ​ |  | 34,503 | ​ |  | 283,881 |  | 5.00 | % | 2023
Loan Advances | ​ |  | 1,931,017 | ​ |  | 1,931,017 | ​ |  | — |  | 0.00% - 10.00 | % | 2019 – 2020
Less: Unamortized Debt Discount | ​ |  | (1,401,062) | ​ |  | (1,401,062) | ​ |  | — |  | NA |  | NA
Total Debt | ​ | $ | 33,332,352 | ​ | $ | 33,048,471 | ​ | $ | 283,881 |  | NA |  | NA
​ Notes and Advances We enter into promissory notes with third parties and company officers to support our operations. Promissory notes typically are for less than three years maturity and carry interest rates from 0% to 28.0%. For many of the notes listed above, the scheduled maturity date has passed, and we currently are in default of the matured loan. Company management is working with the creditors to remediate the $5,960,574 in promissory notes and loan advances that are in default. Promissory notes and loan advances that are in default still accrue interest after their scheduled maturity date. There are no financial covenants associated with the promissory notes and loan advances, and there are no compliance waivers that have been received from creditors. We record imputed interest on promissory notes and advances which are deemed to be below the market interest rate. For the years ended September 30, 2021 and 2020, we recorded interest expense of $21,168,232 and $18,094,234, respectively. In some instances, MTI issues shares of common stock or warrants along with the issuance of promissory notes, resulting in the recognition of a debt discount which is amortized to interest expense over the term of the promissory note. Debt discount amortization for the fiscal year ended September 30, 2021, and 2020, was $8,211,648 and $16,008,454, respectively. During 2021, MTI issued shares of stock to certain creditors in satisfaction of debt payments or in settlement of indebtedness. These agreements essentially exchanged a predetermined amount of stock to settle debt. For the fiscal year ended September 30, 2021 and 2020, the carrying amount of indebtedness that was settled via issuance of MTI shares was $1,300,000 and $38,912,640, respectively. Convertible Debt Issuances and Warrants TDR Relationship On May 16, 2021, we received debt financing through MTI entering into an unsecured $4.4 million convertible note agreement with TDR Capital. The convertible note is issued with OID of 10% ($0.4 million); carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 17,446,000 shares of MTI common stock (1,358,112 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The value ascribed to the warrants was $24,358,875, resulting in an additional debt discount of $3,726,816 and a beneficial conversion discount of $673,184. These discounts are being amortized over the 12-month term of the debt. The number of shares issuable upon conversion are determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. However, , ownership in our TDR Capital (together with their affiliates) upon conversion is limited to a 9.9% ownership cap in shares of MTI’s common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants. Convertible Debt Issuances and Warrants, continued On July 26, 2021, we received debt financing through MTI entering into an unsecured $1.1 million convertible note agreement with TDR Capital. The convertible note is issued with OID of 10% or $0.1 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 4,361,500 shares of MTI common stock (339,528 MAI warrants). The MTI warrant exercise price is $0.6877(MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion is determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. However, upon conversion, ownership by TDR Capital (together with their affiliates) is limited to a 9.9% ownership cap in shares of MTI’s (MAI’s) common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants. On September 3, 2021, we received debt financing through MTI entering into an unsecured $6.6 million convertible note agreement with TDR Capital. The initial sale and purchase is $550,000 principal and detached warrants to acquire up to 2,180,750 shares of MTI stock (169,764 MAI warrants). The second sale and purchase is $6,050,000 principal and detached warrants to acquire up to 23,988,500 shares of MTI stock (1,867,423 MAI warrants). The combined convertible notes are issued with OID of 10% ($0.66 million); carries an interest rate of 15% and has a maturity date of one year. The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion is determined according to the formula: Conversion Amount/Conversion Price of $0.6877, subject to certain adjustments. However, upon conversion, ownership by TDR Capital (together with their affiliates) is limited to a 9.9% ownership cap in shares of MTI’s (MAI’s) common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants. As of September 30, 2021, only $550,000 was received from TDR Capital for this convertible debt issuance. Refer to Commitments and Contingencies, Note 17 and Subsequent Events, Note 19. Digital Power Lending, LLC On July 22, 2021, the Company received debt financing through MTI entering into an unsecured $2.42 million convertible note agreement with Digital Power Lending, LLC. The convertible note is issued with OID of 10% or $0.242 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 9,595,300 shares of MTI common stock (746,961 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion of the conversion amount shall be determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. However, upon conversion, Digital Power Lending, LLC (together with their affiliates) is limited to a 9.9% ownership cap in shares of MTI’s common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants. On August 19, 2021, the Company received debt financing through MTI entering into an unsecured $1.1 million convertible note agreement with Digital Power Lending, LLC. The convertible note is issued with OID of 10% or $0.1 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 4,361,500 shares of MTI common stock (339,528 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion of the conversion amount shall be determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. However, upon conversion, Digital Power Lending, LLC. (together with their affiliates) is limited to a 9.9% ownership cap in shares of MTI’s common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants. Convertible Debt to Equity Conversion (Exchange Agreements) On May 7, 2021, and amended on May 20, 2021, MTI executed an exchange agreement with its existing convertible debt investors who hold $10,762,500 in MTI convertible debt. Upon consummation of the then proposed merger with Net Element, we and the investors agreed to exchange the convertible debt for shares of MAI’s Series C Preferred Stock, par value $0.001 per share. The right to additional purchases of preferred stock expires 12 months from the merger close date between Net Element and MAI. MTI originally issued 42,759,290 (3,717,898 MAI warrants).in detached warrants to purchase shares of MTI common stock as part of the convertible debt agreements with investors. Refer to Note 18, Subsequent Events for Amendment No. 6 and Joinder to the Exchange Agreement. On July 22, 2021, the Exchange Agreement was amended to include the $2,420,000 debt financing and associated warrants with Digital Power Lending, LLC. The agreement represents Amendment No. 2 and Joinder to the Exchange Agreement that was signed on May 7, 2021 and amended on May 20, 2021. Upon consummation of the then proposed merger with Net Element, we and the investors agreed to exchange the convertible debt for shares of MAI’s Series C Preferred Stock, par value $0.001 per share. On July 26, 2021, the Exchange Agreement was amended to include the $1,100,000 debt financing and associated warrants with TDR Capital. The agreement represents Amendment No. 3 and Joinder to the Exchange Agreement that was signed on May 7, 2021 and amended on May 20, 2021. Upon consummation of the then proposed merger with Net Element, we and the investors agreed to exchange the convertible debt for shares of MAI’s Series C Preferred Stock, par value $0.001 per share. On August 19, 2021, the Exchange Agreement was amended to include the $1,100,000 debt financing and associated warrants with Digital Power Lending, LLC. The agreement represents Amendment No. 4 and Joinder to the Exchange Agreement that was signed on May 7, 2021 and amended on May 20, 2021. Upon consummation of the then proposed merger with Net Element, we and the investors agreed to exchange the convertible debt for shares of MAI’s Series C Preferred Stock, par value $0.001 per share. Convertible Debt to Equity Conversion (Exchange Agreements), continued On September 3, 2021, the Exchange Agreement was amended to include the $6,600,000 debt financing and associated warrants with TDR Capital. The agreement represents Amendment No. 5 and Joinder to the Exchange Agreement that was signed on May 7, 2021 and amended on May 20, 2021. Upon consummation of the then proposed merger with Net Element, we and the investors agreed to exchange the convertible debt for shares of MAI’s Series C Preferred Stock, par value $0.001 per share. Drawbridge Relationship During July 2020, Drawbridge-DBI and MTI entered into a settlement agreement (the “Agreement”) to restructure the aggregate obligations owed to Drawbridge-DBI and the other DBI-affiliated entities. In connection with the Agreement, (a) the Sale-Leaseback obligation in the amount of $49,500,000 was replaced by a new note with a face value of $23,831,554, (b) the other indebtedness and advances from DBI-affiliated entities with a net book value of $9,935,086 were extinguished, and (c) MTI issued 71,516,534 MAI – 5,567,319) Series B Preferred Shares to Drawbridge-DBI. The amounts owed to Drawbridge-DBI is $33,296,648 and $25,092,994 as of September 30, 2021, and September 30, 2020 respectively, and are in default (See Note 18 – Subsequent Events). The amounts owed to other DBI-affiliated entities is $982,500 and $1,082,500, as of September 30, 2021, and September 30, 2020, respectively. The 2020 Drawbridge loan is currently recognized within the current portion of debt on the consolidated balance sheet. SBA Loans On April 14, 2020, MTI entered a promissory note (the “Note”) evidencing an unsecured loan (the “Loan”) in the amount of $885,426 made under the Paycheck Protection Program (the “PPP”). The Note matures on April 14, 2022 and bears interest at a rate of 1% per annum. Pursuant to the terms of the Coronavirus, Aid, Relief and Economic Security Act (“CARES Act”) and the PPP, the Company applied to the Lender for forgiveness for the amount due on the Loan. The amount eligible for forgiveness is based on the amount of Loan proceeds used (during the eight-week period after the Lender makes the first disbursement of Loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), interest on mortgage obligations, rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP. During November 2020, the SBA approved the loan forgiveness amount of $875,426 in principal and $5,155 in interest on November 20, 2020. The loan forgiveness is accounted for as a gain on debt extinguishment of $890,581 in the Consolidated Statement of Operations. In September 2020, MTI entered a promissory note (the "Note") in the amount of $10,000 by the SBA under the EIDL program. Monthly installment payments on the Note will begin twelve months from the date of the Note, with the balance of any accrued principal and interest at 3.75% annually, payable thirty years from the date of the Note. An application was submitted to the Lender for loan forgiveness, which was approved for the full amount on February 18, 2021. Convertible Notes As of September 30, 2021, MTI issued unsecured convertible notes totaling $10,762,500, of which $6,418,500 were issued between January 2021 and September 2021. The new issuances bear interest at 15% and mature in one year and included with warrants to acquire shares of common stock based on a specified formula. Interest is accrued in arrears until the last business day of each calendar year quarter. The default rate on the note increases to 20% when quarterly interest payments are not timely made by MTI. Convertible Notes ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Convertible |  | Interest |  | Default |  | Maturity |  | Warrants |  | Exercise |  | Exercise
Date of Issuance | ​ | Note ($) | ​ | Rate | ​ | Interest Rate | ​ | Date | ​ | (#) | ​ | Date | ​ | Price ($)
8/26/2020 | ​ | $ | 1,000,000 | ​ | 15 | % | 20 | % | 8/26/2021 | ​ | 226,397 | ​ | 8/26/2025 | ​ | $ | 8.84
8/26/2020 |  | ​ | 200,000 |  | 15 | % | 20 | % | 8/26/2021 |  | 45,279 |  | 8/26/2025 | ​ | $ | 8.84
8/26/2020 |  | ​ | 200,000 |  | 15 | % | 20 | % | 8/26/2021 |  | 45,279 |  | 8/26/2025 | ​ | $ | 8.84
8/26/2020 |  | ​ | 100,000 |  | 15 | % | 20 | % | 8/26/2021 |  | 22,640 |  | 8/26/2025 | ​ | $ | 8.84
9/25/2020 |  | ​ | 105,000 |  | 15 | % | 20 | % | 9/25/2021 |  | 29,715 |  | 9/25/2025 | ​ | $ | 8.84
9/25/2020 |  | ​ | 157,500 |  | 15 | % | 20 | % | 9/25/2021 |  | 44,572 |  | 9/25/2025 | ​ | $ | 8.84
9/25/2020 |  | ​ | 105,000 |  | 15 | % | 20 | % | 9/25/2021 |  | 29,715 |  | 9/25/2025 | ​ | $ | 8.84
10/12/2020 |  | ​ | 660,000 |  | 15 | % | 20 | % | 10/12/2021 |  | 203,757 |  | 10/12/2025 | ​ | $ | 8.84
10/12/2020 |  | ​ | 33,000 |  | 15 | % | 20 | % | 10/12/2021 |  | 10,188 |  | 10/12/2025 | ​ | $ | 8.84
10/12/2020 |  | ​ | 27,500 |  | 15 | % | 20 | % | 10/12/2021 |  | 8,490 |  | 10/12/2025 | ​ | $ | 8.84
11/9/2020 |  | ​ | 660,000 |  | 15 | % | 20 | % | 11/9/2021 |  | 203,757 |  | 11/9/2025 | ​ | $ | 8.84
11/9/2020 |  | ​ | 33,000 |  | 15 | % | 20 | % | 11/9/2021 |  | 10,188 |  | 11/9/2025 | ​ | $ | 8.84
11/9/2020 |  | ​ | 27,500 |  | 15 | % | 20 | % | 11/9/2021 |  | 8,490 |  | 11/9/2025 | ​ | $ | 8.84
12/7/2020 |  | ​ | 660,000 |  | 15 | % | 20 | % | 12/7/2021 |  | 203,756 |  | 12/7/2025 | ​ | $ | 8.84
12/7/2020 |  | ​ | 33,000 |  | 15 | % | 20 | % | 12/7/2021 |  | 10,188 |  | 12/7/2025 | ​ | $ | 8.84
12/7/2020 |  | ​ | 27,500 |  | 15 | % | 20 | % | 12/7/2021 |  | 8,490 |  | 12/7/2025 | ​ | $ | 8.84
12/15/2020 |  | ​ | 157,500 |  | 15 | % | 20 | % | 12/15/2021 |  | 44,572 |  | 12/15/2025 | ​ | $ | 8.84
12/15/2020 |  | ​ | 157,500 |  | 15 | % | 20 | % | 12/15/2021 |  | 44,572 |  | 12/15/2025 | ​ | $ | 8.84
1/7/2021 |  | ​ | 660,000 |  | 15 | % | — |  | 1/7/2022 |  | 203,757 |  | 1/7/2026 | ​ | $ | 8.84
1/7/2021 |  | ​ | 33,000 |  | 15 | % | — |  | 1/7/2022 |  | 10,188 |  | 1/7/2026 | ​ | $ | 8.84
1/7/2021 |  | ​ | 27,500 |  | 15 | % | — |  | 1/7/2022 |  | 8,490 |  | 1/7/2026 | ​ | $ | 8.84
1/7/2021 |  | ​ | — |  | — |  | — |  | — |  | 2,038* |  | 1/7/2026 | ​ | $ | 8.84
1/7/2021 |  | ​ | 192,500 |  | 15 | % | — |  | 1/7/2022 |  | 59,429 |  | 1/7/2026 | ​ | $ | 8.84
1/7/2021 |  | ​ | 82,500 |  | 15 | % | — |  | 1/7/2022 |  | 25,470 |  | 1/7/2026 | ​ | $ | 8.84
1/7/2021 |  | ​ | 192,500 |  | 15 | % | — |  | 1/7/2022 |  | 59,429 |  | 1/7/2026 | ​ | $ | 8.84
1/7/2021 |  | ​ | 110,000 |  | 15 | % | — |  | 1/7/2022 |  | 33,960 |  | 1/7/2026 | ​ | $ | 8.84
3/10/2021 |  | ​ | 660,000 |  | 15 | % | — |  | 3/10/2022 |  | 203,757 |  | 3/10/2026 | ​ | $ | 8.84
3/10/2021 |  | ​ | 33,000 |  | 15 | % | — |  | 3/10/2022 |  | 10,188 |  | 3/10/2026 | ​ | $ | 8.84
3/10/2021 |  | ​ | 27,500 |  | 15 | % | — |  | 3/10/2022 |  | 8,490 |  | 3/10/2026 | ​ | $ | 8.84
5/7/2021 |  | ​ | — |  | — |  | — |  | — |  | 82,326** |  | 5/7/2026 | ​ | $ | 8.84
5/7/2021 |  | ​ | — |  | — |  | — |  | — |  | 33,316** |  | 5/7/2026 | ​ | $ | 8.84
5/7/2021 |  | ​ | — |  | — |  | — |  | — |  | 10,504** |  | 5/7/2026 | ​ | $ | 8.84
5/7/2021 |  | ​ | — |  | — |  | — |  | — |  | 19,167** |  | 5/7/2026 | ​ | $ | 8.84
5/16/2021 |  | ​ | 4,400,000 |  | 15 | % | 20 | % | 5/16/2022 |  | 1,358,112 |  | 5/16/2026 | ​ | $ | 8.84
7/22/2021 |  | ​ | 2,420,000 |  | 15 | % | 20 | % | 7/22/22 |  | 746,961 |  | 7/22/2026 | ​ | $ | 8.84
7/26/2021 |  | ​ | 1,100,000 |  | 15 | % | 20 | % | 7/26/22 |  | 339,528 |  | 7/26/2026 | ​ | $ | 8.84
8/19/2021 |  | ​ | 1,100,000 |  | 15 | % | 20 | % | 8/19/22 |  | 339,528 |  | 8/19/2026 | ​ | $ | 8.84
9/3/2021 |  | ​ | 550,000 |  | 15 | % | 20 | % | 9/3/22 |  | 169,764 |  | 9/3/2026 | ​ | $ | 8.84
Total | ​ | $ | 15,932,500 |  | — |  | — |  | — |  | 4,924,447 |  | — | ​ |  | —
* | As part of placement agent, Cambria received five-year warrants to purchase 6% of the MTI common shares issuable under convertible notes sold in the Regulation D offering to investors introduced by the firm.
** | On May 7, 2021, additional warrants of 1,866,665 were added to the Exchange Agreement for no additional consideration to acquire additional common shares of common stock to four convertible debt holders given changes in the exchange share calculation, which will be consistent with the exchange share calculation of other convertible debt holders. The Exchange Agreement supersedes the original agreements that were issued by MTI and allows the
convertible debt holder to exchange their debt for the newly created Series C Preferred Stock, par value of $0.001. The new series of preferred stock will be created upon the merger effectiveness date between Net Element and MAI. Convertible Notes Because the market price for MTI common stock on the date of the notes exceeded the notes’ conversion price of $0.6877 per share, a beneficial conversion feature in the amount of $10,613,630 was recorded as a discount on the notes. The discount is being amortized as additional interest over the life of the notes. At September 30, 2021, the balance of the unamortized discount is $8,060,555. Company management evaluated the conversion features embedded in the convertible notes for classification and accounting under the provisions of ASC 815-40 and determined the conversion features met treatment as equity.

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Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration