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Debt
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes the outstanding promissory notes as of September 30, 2023 and December 31, 2022 (dollars in thousands):
September 30,
2023		December 31,
2022
Interest RatePrincipal AmountCarrying AmountPrincipal AmountCarrying Amount
YA II PN Convertible Debenture8.0%$250 $261 $4,442 $3,928 
YA II PN Convertible Debenture first amendment8.0%1,400 1,457 — — 
YA II PN Convertible Debenture second amendment8.0%750 777 — — 
YA II PN Convertible Debenture third amendment8.0%1,730 1,721 — — 
YA II PN Convertible Debenture forth amendment8.0%2,050 1,932 — — 
Tillou promissory note22.0%2,000 2,236 2,000 2,021 
Therese promissory note22.0%775 1,038 — — 
Commercial Insurance Premium Finance6%530 530 992 992 
SBA PPP due April 10, 20251.0%149 149 219 219 
Other lending agreements
0.1%-18%
7,914 7,964 6,561 6,561 
Total$17,548 18,065 $14,214 13,721 
Less: Current portion(16,392)(11,764)
Long-term Note, less current portion$1,673 $1,957 
The weighted average interest rate for these borrowings is 9.5% and 8.1% as of September 30, 2023 and December 31, 2022, respectively.
The Company breached at least two covenants, including making timely SEC filings and a minimum stock purchase from the Company’s officers or directors. Yorkville has not asserted either breach and has since extended additional loan amounts to the Company.
New debt transactions executed by the Company during the nine months ended September 30, 2023 are as follows:
(a) YA II PN Convertible Debenture

On March 30, 2023, the Company entered into the first Amendment to the SDPA. YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $1.4 million. The Company also entered the first amendment to the option agreement as a condition precedent to the purchase of $1.4 million of convertible securities under the SDPA, The Company and Timios have granted YA II PN an option, exercisable after May 30, 2023, to purchase from the Company an amount of shares of common stock of Timios representing seventy percent (70%) of the then issued and outstanding Timios Common Stock on a Fully-Diluted Basis at the time the Call Right is effected or seventy percent (70%) of the then issued and outstanding Fiducia Common Stock on a Fully-Diluted Basis at the time the Call Right is effected. Pursuant to the Amended Option Agreement, if YA II PN exercises the Call Right, the aggregate purchase price shall be $2.5 million.

On April 17, 2023, the Company entered into the second amendment to the SDPA and option agreement. YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $0.8 million. The Company also entered the second amendment to the option agreement as a condition precedent to the purchase of $0.8 million of convertible securities under the SDPA. The Company and Timios have granted YA II PN an option (the “Call Right”), exercisable after May 30, 2023, to purchase (a) from the Company an amount of shares of common stock of Timios representing one hundred percent (100%) of the then issued and outstanding common stock of Timios on a Fully-Diluted Basis (as defined therein) at the time the Call Right is effected, or (b) from Timios one hundred percent (100%) of the then issued and outstanding common stock of Fiducia on a Fully-Diluted Basis at the time the Call Right is effected. Pursuant to the Amended Option Agreement, if YA II PN exercises the Call Right, the aggregate purchase price shall be $3.5 million.

On May 1, 2023, the Company entered into the third amendment to the SDPA. YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $4.1 million for a purchase price of $3.5 million.

On July 14, 2023, the Company entered into the fourth amendment to the SDPA. YA II PN purchased an additional debenture with substantially the same terms in the principal amount of $1.85 million or a purchase price of $1.55 million, payable on November 1, 2023. The amendment also added a Triggering Event repayment provision whereby if at any time the daily dollar volume-weighted average price (the “VWAP”) of the Company’s Common Stock is less than $1.25 per share for five of any seven consecutive trading days (a “Triggering Event,” and the first day of each such day of each such occurrence, a “Triggering Date”), then the Company shall pay the entire outstanding balance of the debenture within ten calendar days after the Triggering Date in an amount equal to the sum of (i) the entire outstanding principal amount, (ii) a 20% redemption premium
thereon, and (iii) accrued and unpaid interest.. It also added a provision giving the holder the right to convert the debenture into shares of Common Stock upon an event of default at a conversion price per share equal to the lower of (i) $8.75 (subject to adjustment in certain circumstances as described in the Fifth Debenture) or (ii) 90% of the lowest daily VWAP of the Common Stock during the ten consecutive trading days immediately preceding the conversion date, but not lower than $1.25. In connection with the Fourth Amended SDPA, The Company granted (a) the Buyer a security interest in the shares of its subsidiary Via Motors and of its subsidiaries and in all their assets, in addition to the collateral previously pledged, to secure the Company’s obligations (b) Via Motors and of its subsidiaries agreed to guarantee the obligations of the Company. Also on July 14, 2023, the debentures previously issued under the Fourth Amended SDPA dated March 30, April 17 and May 1, 2023, in the outstanding principal amounts of $1.4 million, $0.8 million, and $1.7 million, respectively, were also amended to (a) add a Triggering Event repayment provision as described above and (b) add a provision giving the holder the right to convert the debenture into shares of Common Stock upon an event of default on the terms described above.

On September 7, 2023, YA II PN purchased an additional debenture in the principal amount of $0.5 million for a purchase price of $0.45 million, due on October 6, 2023. The Company will pay no interest on the outstanding principal amount of this debenture, provided that the interest rate shall be 18% upon an event of default. Upon an event of default, the holder of the debenture is entitled to convert any portion of the outstanding principle and accrued interest into shares of the Company’s Common Stock, at a conversion price per share equal to the lower of (i) $2.46 (subject to adjustment in certain circumstances as described in the debenture) or (ii) 90% of the lowest daily VWAP of the Common Stock during the ten consecutive trading days immediately preceding the conversion date, but not lower than $0.492.
The Company recognized interest expense related to the YA II PN convertible debenture of $0.6 million and $1.5 million, including of debt discount amortization for the three and nine months ended September 30, 2023, respectively. During the nine months ended September 30, 2023, the Company repaid $4.2 million of principal and interest using the proceeds from SEPA, repaid $2.7 million as the consideration of Timios sale and the legal expense reimbursement.
The contracted due date of repaying the above debentures were by a subsequent event, noted below, extended to January 31, 2024.
(b) Tillou promissory note due on demand after 4/20/2023
Refer to Note 10 for further discussion of this related party transaction.
(c) Therese promissory note due on 6/6/2023

Refer to Note 10 for further discussion of this related party transaction.

(d) Commercial Insurance Premium Finance

The Company entered one promissory note of $0.5 million during the nine months ended September 30, 2023 to finance the insurance premium . The interest rate is 7.99%, and is payable in 6 installment of $56,504 commencing on October 1, 2023 with down payment of $0.2 million due at the contract signing. the Company has not made any payment as of September 30, 2023.

(e) Other lending agreement

NFS leasing provides the financing to the trucks purchased by the Company. The total loan amount is $2.9 million. The repayment is over 36 months and will start from the first day of the month following the delivery of the trucks. NFS has provided the financing of $1.5 million as of the September 30, 2023, which was recorded in “Promissory note due to third parties” in the consolidated balance sheets as of September 30, 2023
The Company also entered other short term and long term borrowing agreements. These instruments provide working capital for the operations through the combination of accounts receivable factoring, line of credits, vendor financing programs and other secured asset-based lending arrangements. The total unused line of credit is $1.2 million and $0.4 million as of September 30, 2023 and December 31, 2022, respectively.