CONVERTIBLE DEBENTURES (Details Narrative)
|
|
|
|
|
|
12 Months Ended |
|
|
|
|
|
|
Nov. 04, 2022
USD ($)
|
Aug. 17, 2022
USD ($)
|
Jun. 16, 2022
USD ($)
|
Dec. 15, 2021
USD ($)
$ / shares
shares
|
Apr. 14, 2021
USD ($)
|
Mar. 31, 2023
USD ($)
$ / shares
shares
|
Mar. 31, 2022
USD ($)
shares
|
Jan. 20, 2023
USD ($)
|
Feb. 07, 2022
USD ($)
|
May 20, 2021
$ / shares
|
May 05, 2021
$ / shares
|
Jan. 01, 2016 |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument interest rate percentage |
12.00%
|
|
|
|
|
|
|
|
|
|
|
2.00%
|
| Debt instrument unamortized discount |
|
|
|
|
|
|
$ 9,680,000
|
|
|
|
|
|
| Number share issued value |
|
|
|
|
|
$ 26,000
|
|
|
|
|
|
|
| Common stock shares authorized | shares |
|
|
|
|
|
900,000,000
|
900,000,000
|
|
|
|
|
|
| Debt instrument, conversion feature |
|
|
$ 99,000
|
|
|
|
|
|
|
|
|
|
| Gain (loss) on extinguishment of debt |
|
|
|
|
|
$ 2,383,088
|
|
|
|
|
|
|
| Change in fair value |
|
|
|
|
|
811,000
|
(116,000)
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Number share issued value |
|
|
|
|
|
$ 25
|
|
|
|
|
|
|
| December 15, 2021 Debenture [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, conversion feature |
|
|
|
$ 12,985,000
|
|
|
|
|
|
|
|
|
| December 15, 2021 Debenture [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Extension fees |
|
|
|
|
|
|
|
|
$ 249,079
|
|
|
|
| Description for uplisted term and trigger Events |
|
|
|
Subsequent to the year end, the date by which the Uplist had to be completed was further extended
to June 15, 2022, with no additional fee included. The Company will make a one-time payment to the Investor equal to 15% of the gross
proceeds the Company receives from the offering expected to be effected in connection with the Uplist (whether from the sale of shares
of its Common Stock and / or preferred stock) within ten (10) days of receiving such amount. In the event Borrower does not make this
payment, the then-current outstanding balance will be increased by 10%. In addition, the Company had 30 days in which to secure the Note
and grant the Lender a first position security interest in the real property in Texas and Iowa, and if it had not been effectuated within
the 30 days the outstanding balance would have been increased by 15%
|
|
|
|
|
|
|
|
|
| Common stock shares authorized | shares |
|
|
|
65,000,000
|
|
|
|
|
|
|
|
|
| Common stock shares subscribed but unissued | shares |
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
| Debt instrument event of default description |
|
|
|
|
|
Upon such an Event of Default, the interest rate increases to 18% per annum and the
outstanding balance of the Note increases from 5% to 15%, depending upon the specific Event of Default
|
|
|
|
|
|
|
| December 15, 2021 Debenture [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Number share issued value |
|
|
|
$ 15,000,000
|
|
|
|
|
|
|
|
|
| Restructured Senior Note [Member]. |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, fair value |
|
|
|
|
|
$ 18,914,000
|
|
|
|
|
|
|
| Gain (loss) on extinguishment of debt |
|
|
|
|
|
2,540,000
|
|
|
|
|
|
|
| Derivative fair value |
|
|
|
|
|
12,290,000
|
|
|
|
|
|
|
| Fair value option, changes |
|
|
|
|
|
$ 17,738,000
|
$ 30,028,000
|
|
|
|
|
|
| Share price | $ / shares |
|
|
|
|
|
$ 0.16
|
|
|
|
|
|
|
| Fair value derivative |
|
|
|
|
|
$ 21,290,000
|
|
|
|
|
|
|
| Change in fair value |
|
|
|
|
|
$ 2,376,000
|
|
|
|
|
|
|
| Restructured Senior Note [Member]. | Measurement Input, Share Price [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, measurement input |
|
|
|
|
|
0.1017
|
|
|
|
|
|
|
| Restructured Senior Note [Member]. | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, measurement input |
|
|
|
|
|
3.73
|
|
|
|
|
|
|
| Restructured Senior Note [Member]. | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, measurement input |
|
|
|
|
|
117.77
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument face amount |
|
$ 5,433,333
|
|
|
|
|
|
$ 631,968
|
|
|
|
|
| Debt instrument interest rate percentage |
|
12.00%
|
|
|
|
|
|
10.00%
|
|
|
|
|
| Debt instrument unamortized discount |
|
$ 433,333
|
|
|
|
|
|
$ 56,868
|
|
|
|
|
| Debt instrument transaction expense |
|
10,000
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument outstanding face amount |
|
816,500
|
|
|
|
|
|
|
|
|
|
|
| Number share issued value |
|
|
|
|
$ 5,000,000
|
|
|
|
|
|
|
|
| Repayments for debt |
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, fair value |
|
$ 3,400,000
|
|
|
|
|
|
|
|
|
|
|
| Share price | $ / shares |
|
|
|
|
|
|
|
|
|
$ 0.55
|
$ 0.55
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument interest rate percentage |
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
| Debt instrument outstanding face amount |
|
|
|
$ 2,448,000
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Share Price [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Embedded derivative, measurement input |
|
|
|
0.3075
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Share Price [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Embedded derivative, measurement input |
|
|
|
0.305
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Embedded derivative, measurement input |
|
|
|
0.69
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Embedded derivative, measurement input |
|
|
|
125.90
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument face amount |
|
|
|
$ 16,320,000
|
|
|
|
|
|
|
|
|
| Debt instrument unamortized discount |
|
|
|
1,300,000
|
|
|
|
|
|
|
|
|
| Debt instrument transaction expense |
|
|
|
20,000
|
|
|
|
|
|
|
|
|
| Debt issuance costs |
|
|
|
2,035,000
|
|
|
|
|
|
|
|
|
| Payments of loan costs |
|
|
|
$ 1,095,000
|
|
|
|
|
|
|
|
|
| Number of warrant issued | shares |
|
|
|
3,000,000
|
|
|
|
|
|
|
|
|
| Fair value private placement |
|
|
|
$ 940,000
|
|
|
|
|
|
|
|
|
| Debt iInstrument, redemption, description |
|
|
|
The “Redemption Repayment Price” equals 90% multiplied by the average of the two lowest volume weighted average price per
share of the Common Stock during the ten (10) trading days immediately preceding the date that the Investor delivers notice electing
to redeem a portion of the Note. The redemption amount shall include a premium of 15% of the portion of the outstanding balance being
paid (the “Exit Fee”). As the Exit Fee is to be included in every settlement of the Note, an additional 15% of the principal
balance, which totals $2,448,000, was recognized along with the principal balance, and offset by a contra account in a manner similar
to a debt discount. In addition to the Investor’s right of redemption, the Company has the option to prepay the Notes at any time
prior to the Maturity Date by paying a premium of 15% plus the principal, interest, and fees owed as of the prepayment date
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Debentures Subject to Mandatory Redemption [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding investor redeem |
|
|
|
$ 1,000,000
|
|
|
|
|
|
|
|
|
| Redemption, per share | $ / shares |
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Share Price [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, measurement input |
|
|
|
0.32
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Risk Free Interest Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, measurement input |
|
|
|
1.19
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Price Volatility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, measurement input |
|
|
|
209.9
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | December 15, 2021 Debenture [Member] | Measurement Input, Expected Dividend Rate [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, measurement input |
|
|
|
0
|
|
|
|
|
|
|
|
|
| Amended and Restated Secured Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument face amount |
|
|
|
|
|
$ 1,336,000
|
|
|
|
|
|
|
| Repayments for debt |
$ 10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
| Description for uplisted term and trigger Events |
Additionally, if the Closing Date is after December
31, 2022, the outstanding balance of all indebtedness owed by the Company to December 2021 Investor will be increased automatically by
2% and will automatically increase by 2% every 30 days thereafter until the Closing, or substantially similar terms as approved by the
Board of Directors of the Company. Additional key modifications include i) the Uplist terms were removed, ii) Maturity date was modified
from December 15, 2023 to December 4, 2023, and iii) the outstanding balance of the Convertible Note may be increased by 5% to 15% upon
the occurrence of an event of default or failure to obtain the Lender’s consent or notify the Lender for certain major equity related
transactions (“Trigger Events”). As of March 31, 2023, the Merger has not yet closed, and therefore the 2% of the outstanding
balance was increased as of March 31, 2023
|
|
|
|
|
|
|
|
|
|
|
|