15. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date at which the consolidated financial statements were available to be issued, and there are no items requiring disclosure other than the following:

In January 2023, the Company entered into an asset purchase agreement with Boudreaux’s Cajun Kitchen, Inc. to acquire the Houston, Texas based brand and its four restaurant locations for an aggregate purchase price of $3.8 million. In March 2023, the transaction closed for cash consideration of $1.3 million and a convertible promissory note of $2.5 million. In connection with the transaction, the Company paid an affiliate of Oz Rey an aggregate fee of $0.3 million. The convertible promissory note accrues interest at a rate of 6.0% per annum and will mature two years from the date of closing, with $1.3 million of the principal balance of the note due and payable in July 2023. The note may be converted, at the option of the holder, into shares of common stock at a conversion price of $0.50 per share. The convertible promissory note may be prepaid in whole or in part at any time, without premium or penalty.

In February 2023, the Company closed a $2.5 million Series B convertible preferred stock (the “Series B Preferred”) and warrant financing with an affiliate of Oz Rey. The Company issued 125 shares of Series B Preferred and warrants to purchase up to 1,250,000 shares of common stock at a $0.0001 par value. The warrants have a term of 10 years and an initial exercise price of $1.00 per share of common stock, which is subject to adjustment for customary provisions such as stock splits, stock dividends and distributions.

The Series B Preferred is convertible into shares of common stock at the option of the investors at a conversion price of $0.50 per share and will accrue dividends in an amount equal to 12% on an annual basis, payable in cash or in shares of common stock based on 30-day volume-weighted average price of common stock on the trading market. The Company has the right to redeem the Series B Preferred subject to certain terms.

In April 2023, the Company received an advance of $0.4 million from MVA 916 LLC., an Oz Rey, LLC related entity. The advance does not have repayment terms and does not accrue interest.

In March 2023 and May 2023, the Company received advances of $0.04 million and $0.07 from MV Equity Partners, Inc., an Oz Rey, LLC related entity. The advances do not have repayment terms and does not accrue interest.

In May 2023, the Company received an advance of $0.07 million from Oz Rey, LLC. The advance does not have repayment terms and does not accrue interest.

In March 2023, the Company entered into a Forward Purchase Agreement with Kapitus LLC which is being treated as a note payable. The Company received a net $0.1 million, and the terms of the note require 52 payments of $2,899 for each week. The terms of the note are open ended until all amounts under the note are repaid with an expected maturity date of March 2024. The implied interest rate is 11%.

In May 2023, the Company entered into a Forward Purchase Agreement with Kapitus LLC which is being treated as a note payable. The Company received a net $0.1 million, and the terms of the note require 52 payments of $2,500 for each week. The terms of the note are open ended until all amounts under the note are repaid with an expected maturity date of March 2024. The implied interest rate is 11%.