Convertible Notes Payable, Non-related Partied

3 Months Ended

Mar. 31, 2025

Convertible Notes Payable, Non-related Partied

Note 7 – Convertible Notes Payable, Non-related Partied

Convertible notes payable – nonrelated parties at March 31, 2025 and December 31, 2024 consist of the following:

	December 31,			December 31,
	2024			2024
Convertible note payable to Igor 1 Corp.	$	4,818,411		$	4,818,411
Convertible notes payable to Glen Eagle		292,500			292,500
Total convertible notes payable, non-related parties		5,110,911			5,110,911
Unamortized debt discount		—			—
Convertible notes payable – nonrelated parties		5,110,911			5,110,911
Less current portion		(5,110,911	)		(5,110,911	)
Convertible notes payable – nonrelated parties, long-term portion	$	—		$	—

$10,000,000 for GBT Technologies S. A. acquisition – Holder Igor 1 Corp

In accordance with the acquisition of GBT-CR the Company issued a convertible note in the principal amount of $10,000,000. The convertible note bears interest of 6% and is payable at maturity on December 31, 2021. At the election of the holder, the convertible note can be converted into a maximum of 20,000 shares of Series H Preferred Stock. Each share of Series H Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($500 per share). This convertible note may convert into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 20-day lookback immediately preceding the date of conversion and therefore recorded as derivative liability.

On May 19, 2021, the Company, Gonzalez, GBT-CR and IGOR 1 Corp entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of outstanding balance plus accrued interest (the “Gonzalez Agreement”). Pursuant to the Gonzalez Agreement, without any party admission of liability and to avoid litigation, the parties had agreed to (i) extend the GBT convertible note maturity date to December 31, 2022, (ii) amend the GBT convertible note terms to include a beneficial ownership blocker of 4.99% and a modified conversion feature to the GBT convertible note with 15% discount to the market price during the 20 trading day period ending on the latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT convertible note by Gonzalez to a third party. As a result of the change in terms of this convertible note, the Company took a charge related to the modification of debt of $13,777,480 during the year ended December 31, 2021. This convertible note is recorded as derivative liability because of the discounted price on conversion.

During the period ended September 30, 2024, IGOR 1 converted $195,500 of the convertible note into 2,300,000,000 shares of the Company’s common stock.

On July 1, 2024, the Company entered into an amendment by and between the Company and IGOR 1 to (1) The Company agrees to transfer 10,000,000 restricted shares of AVAI to the note holder valued at $3,000,000 on the effective date; (2) Amended the conversion price to a fixed price of $0.00001 per share; (3) The total outstanding principal balance including accrued interest shall be adjusted to $4,818,411; and (4) The maximum number of shares that may be issued under the fixed conversion price remain subject to the terms set forth in the original note and shall not be adjusted further by this amendment. The maximum number of shares that can be issued is 481,841,103,000. The Company recognized gain on debt modification of $1,638,163 on the effective date.

As of March 31, 2025 and December 31, 2024, the note had an outstanding balance of $4,818,411 and $4,818,411, and accrued interest of $217,026 and $145,740, respectively.

Glen Eagle

The Company entered into a series of loan arrangements with Glen Eagles Acquisition LP pursuant to which it received $512,500 in loans (the “Debt”) from August 2021 up to September 2022. The original funded amount of $457,500 included convertible feature into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion.

In order to include a convertible feature for the $55,000 which was not covered by convertible feature, on January 24, 2023, the Company issued a consolidated convertible promissory note to Glen Eagles Acquisition LP in the principal amount of $512,500, which include all prior convertible notes with addition of the $55,000 straight note. The convertible promissory note bears interest of 10% and is payable at maturity on December 31, 2023. Glen Eagles Acquisition LP may convert the consolidated convertible Note into shares of the Company’s common stock at a conversion price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. The Company recorded a loss on debt extinguishment of $92,737 at the issuance date.

During the period ended September 30, 2024, Glen Eagle converted $170,000 of the convertible note into 2,000,000,000 shares of the Company’s common stock.

On December 31, 2024, the Company entered into an amendment by and between the Company and Glen Eagle to (1) Amended the conversion price to a fixed price of $0.00001 per share; (2) The total outstanding principal balance including accrued interest shall be adjusted to $349,157; and (4) The maximum number of shares that may be issued under the fixed conversion price remain subject to the terms set forth in the original note and shall not be adjusted further by this amendment. The maximum number of share that can be issued is 37,500,000,000. The Company recognized gain on debt modification of $156,833 on the effective date.

As of March 31, 2025 and December 31, 2024, the consolidated convertible note had an outstanding balance of $292,500 and $295,000 and an accrued interest of $89,712 and $82,500, respectively.

GBT Technologies Inc. 10-Q