Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.23.2
Subsequent Events
12 Months Ended
Mar. 31, 2023
Subsequent Events  
Subsequent Events

16. Subsequent Events

Private offering and conversion of existing convertible notes

On June 13, 2023, the Company launched a new private offering of its convertible promissory notes of up to $2,000,000, with an initial subscription of $220,000 from an affiliate of the Company’s Chairman, Andre-Jacques Auberton-Herve. The holder subscribed to the note pursuant to a subscription agreement. The Company intends to use the net proceeds from the offering for the Company’s working capital and general corporate purposes. The note bears interest at a fixed rate of 1% per month, computed based on a 360-day year of twelve 30-day months and will be payable, along with the principal amount, on June 1, 2024.

The note will be convertible into equity of the Company upon the following events on the following terms:

On the June 1, 2024 without any action on the part of the holder, the outstanding principal and accrued and unpaid interest under the note will be converted into shares of common stock at a conversion price equal to $0.60 per share.
Upon the consummation of the next equity or equity linked round of financing of the Company for cash proceeds, without any action on the part of the holder, the outstanding principal and accrued and unpaid interest under the note will be converted into shares of common stock at a conversion price equal to the lesser of (a) the issue price per share in the equity or equity linked financing and (b) $0.60 per share.

As a result of the private offering discussed above, the principal and accrued interest under the Company’s outstanding convertible promissory notes, converted into an aggregate of 4,083,544 shares of the Company’s common stock, in accordance with the terms of the outstanding notes. Of such shares, 3,102,878 were issued to an affiliate of Remi Gaston-Dreyfus, a director of the Company, 186,111 were issued to an affiliate of Chairman Auberton-Herve, and 794,554 were issued to two existing stockholders.

Director Note

On June 14, 2023, Audrey Frederique Thevenon, and on June 16, 2023, Joseph Martin, each a director of the Company, agreed to convert $108,333 of accrued director fees due and owed to each of them, promissory note (each, “Director Note”).

Each Director Note bears interest at a fixed rate of 1% per month, computed based on a 360-day year of twelve 30-day months and will be payable, along with the principal amount, on the earlier of (a) the 10-year anniversary of the issue date, (b) such date that the Company generates at least $10 million in annual revenues and (c) the consummation of an equity or equity linked round of financing of the Company for cash proceeds of no less than $10 million. Each Director Note may be prepaid by the Company in whole or in part, without need for the consent of the holder. Each Director Note provides for a general release of the Company with respect to the Accrued Director Fees, subject to the Company’s compliance with the terms of the Director Note and other limitations.

Issuance of Equity Securities in Lieu of Director Fees

On June 9, 2023, the Company directed the issuance, as of May 31, 2023, of an aggregate of 1,518,725 shares of the Company’s common stock, as payment in full for all accrued and unpaid directors fees and consulting fees, as the case may be, to each of Messrs. Gaston-Dreyfus, Auberton-Herve, Matine and Prywata, through May 31, 2023.