| Convertible notes receivable |
Note
6 – Convertible notes receivable
Convertible
notes receivable consists of the following at December 31, 2021 and 2020:
Schedule of convertible notes receivable
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2021 |
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|
2020 |
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| November 22, 2017, NeuCourt, Inc. convertible note receivable including accrued interest
of $2,834
and $1,454
at December 31, 2021 and 2020. The note bears interest at 5%
per annum, originally matured November
22, 2019, and was extended to mature initially to November 22, 2021, and subsequently to November
22, 2023. Principal and accrued interest are due at maturity. Upon extension in November 2021, the Company received
$2,496
of accrued interest. Principal
and unpaid interest may be converted into a blend of shares of a to-be-created series of Preferred Stock and Common Stock of NeuCourt
(i) on closing of a future financing round of at least $750,000,
(ii) on the election of NeuCourt on maturity of the Note, or (iii) on election of Mentor following NeuCourt’s election to prepay
the Note. *
|
|
$ |
27,834 |
|
|
$ |
26,454 |
|
| |
|
|
|
|
|
|
|
|
| October 31, 2018, NeuCourt, Inc. convertible note receivable including accrued interest of $8,491 and $5,584 at December 31, 2021 and 2020. The note bears interest at 5% per annum and matures October 31, 2022. Principal and accrued interest are due at maturity. Principal and unpaid interest may be converted into a blend of shares of a to-be-created series of Preferred Stock and Common Stock of NeuCourt (i) on closing of a future financing round of at least $750,000, (ii) on the election of NeuCourt on maturity of the Note, or (iii) on election of Mentor following NeuCourt’s election to prepay the Note. *
|
|
|
58,491 |
|
|
|
55,584 |
|
| |
|
|
|
|
|
|
|
|
| Total convertible notes receivable |
|
|
86,325 |
|
|
|
82,038 |
|
| |
|
|
|
|
|
|
|
|
| Less current portion |
|
|
(58,491 |
) |
|
|
(26,454 |
) |
| |
|
|
|
|
|
|
|
|
| Long term portion |
|
$ |
27,834 |
|
|
$ |
55,584 |
|
| * |
The Conversion
Price for each Note is the lower of (i) 75% of the price paid in the Next Equity Financing, or the price obtained by dividing a $3,000,000
valuation cap by the fully diluted number of shares. The number of Conversion Shares issued on conversion shall be the quotient obtained
by dividing the outstanding principal and unpaid accrued interest on a Note to be converted on the date of conversion by the Conversion
Price (the “Total Number of Shares”), The Total Number of Shares shall consist of Preferred Stock and Common Stock as follows:
(i) That number of shares of Preferred Stock obtained by dividing (a) the principal amount of each Note and all accrued and unpaid interest
thereunder by (b) the price per share paid by other purchasers of Preferred Stock in the Next Equity Financing (such number of shares,
the “Number of Preferred Stock”) and (ii) that number of shares of Common Stock equal to the Total Number of Shares minus
the Number of Preferred Stock. Using the valuation cap of $3,000,000, the November 22, 2017 Note would convert into 103,915 Conversion
Shares and the October 31, 2018 Note would convert into 218,369 Conversion Shares. In the event of a Corporate Transaction prior to repayment
or conversion of the Note, the Company shall receive back two times the outstanding principal on the Note, plus all accrued unpaid interest. |
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