Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v3.23.2
Related Party Transactions
12 Months Ended
Mar. 31, 2023
Related Party Transactions  
Related Party Transactions

8. Related Party Transactions

Since April 1, 2021 through March 31, 2023, the following related party loans were made to the Company:

On April 24, 2021, the Company borrowed $300,000 from the Holder evidenced by an up to $3 million loan agreement, and such note and interest will need to be paid back by February 12, 2023 or the date of receipt by the Company of a minimum of $3 million in equity.

On June 18, 2021, the Company borrowed $200,000 from the Holder evidenced by an up to $3 million loan agreement, and such note and interest will need to be paid back by February 12, 2023 or the date of receipt by the Company of a minimum of $3 million in equity

On July 15, 2021, in conjunction with the 2021 convertible promissory note offering, the Company consolidated the above-mentioned loan agreements from the Holder totaling $1.1 million in principle and accrued interest. Accordingly, an aggregate of $0.7 million in outstanding principal and accrued unpaid interest under the above-mentioned loan agreements was used to purchase a like amount of 2021 Notes in the 2021 Offering and the remaining $0.4 million of the outstanding principal and accrued and unpaid interest under the above mentioned loan agreements was applied towards the purchase price to exercise outstanding options whereby RGD Investissements S.A.S., an affiliate of Mr. Gaston-Dreyfus received 120,759 shares of our common stock.

On March 31, 2022, pursuant to the terms of the Company’s 2021 convertible promissory notes, we converted $8.9 million in principal and interest into 946,194 shares of our common stock. RGD Investissements S.A.S., an affiliate of Mr. Gaston-Dreyfus received 77,887 shares of our common stock in such transaction.

Between June 9, 2022 and June 10, 2022, we issued convertible promissory notes and borrowed an aggregate of $500,000 from an affiliate of Remi Gaston-Dreyfus, a director of the Company ($200,000); an affiliate of André-Jacques Auberton-Hervé, the Chairman of the Board of Directors of the Company ($100,000); and an existing investor and shareholder of the Company ($200,000). The holders subscribed to the promissory notes pursuant to a subscription agreement.

On September 2, 2022, the Company borrowed $250,000 from GD Holding, an affiliate of Remi Gaston-Dreyfus, a director of the Company. The loan is evidenced by a secured convertible promissory note and is further subject to a related collateral pledge agreement. The Company used the proceeds from the loan to finance the acquisition of the Tower Aquatic & Sports Physical Therapy for a cash purchase price of $215,000 and to pay related costs and expenses.

On November 14, 2022, December 14, 2022, and February 16, 2023 we issued convertible promissory notes and borrowed $400,000, $400,000 and $500,000 respectively from an affiliate of Remi Gaston-Dreyfus, a director of the Company. The holder subscribed to the note pursuant to a subscription agreement.