17. SUBSEQUENT EVENTS‌

Loans payable

On November 4, 2024, the Company entered into a promissory note agreement with an investor, and received cash proceeds of $395,000. The note bears interest at 8% per annum and matures on May 4, 2026.

On November 12, 2024, the Company received $150,000 in proceeds upon the issuance of a convertible promissory note with one of its stockholders. The holder is entitled to principal owed on the note into AWE real estate lots at a conversion price of $100,000 per real estate lot. In addition, the holder may convert principal and interest due under the note into shares of Senior Convertible 8.5% Preferred Stock until the maturity date. The note bears interest at 8% per annum and matures on November 12, 2025.

During the period from November 29, 2024 through December 30, 2024, the Company received $141,758 in proceeds upon the issuance of a non-convertible promissory note with the Company’s President and CEO. The note bears interest at 8% per annum and matures on December 5, 2025.

On December 30, 2024, the Bankruptcy Court issued an order authorizing the Company to borrow up to $100,000 from the Argentina Strategic Opportunity Fund, LLC (“ASOF”) on an unsecured basis, with an annual interest rate of 8%. On January 21, 2025, the Company entered into a promissory note for $70,000 with ASOF, with all interest and principal due on January 21, 2027. On January 23, 2025, the Company entered into a promissory note for $30,000 with ASOF, with all interest and principal due on January 23, 2027.

On January 31, 2025, the Bankruptcy Court issued an order authorizing the Company to borrow up to $1,500,000 from ASOF in a 12-month period on an unsecured basis, with an annual interest rate of 7.5% (the “ASOF Line of Credit”). The Company is required to file monthly reconciliation reports comparing funds received and expenses paid to the budget approved by the Bankruptcy Court. Subject to authorization from the Bankruptcy Court, the unpaid principal amount of each advance under the ASOF Line of Credit is payable on demand.

Preferred Stock

During the period from October 11, 2024 through November 12, 2024, the Company issued 6,200 shares of Preferred Stock for cash proceeds of $619,907.

Chapter 11 Petition

On November 12, 2024, the Company filed a petition pursuant to Chapter 11 of the United States Bankruptcy Code in the United States District Court for the Southern District of Florida. Subsequent to November 12, 2024. the Company will continue to operate its business as a “debtor in possession”. The Company has sought approval of various motions with the Bankruptcy Court that are intended to enable the Company to continue its ordinary course operations and facilitate an orderly transition of its operations into Chapter 11. On November 13, 2024, the Company’s shares of common stock were delisted from the Nasdaq Stock Market (“Nasdaq”) as a result of the Chapter 11 Reorganization and trading of the Company’s common stock on Nasdaq was suspended as of the opening of business on November 22, 2024. The Company’s shares of common stock are currently quoted on the over-the-counter market with the symbol “VINOQ”.

Disputed 3i Claim

On November 18, 2024, 3i, LP (“3i”) filed a reservation of rights statement with the United States Bankruptcy Court, claiming that the balance due in connection with the 2023 Senior Secured Convertible Note was $7,417,599 but did not provide a breakdown of this amount. The Company believes that the amount does not reflect previous payments and conversions in connection with the 2023 Note and the Company filed a formal objection to 3i’s claim.

On January 21, 2025, 3i filed a Proof of Claim with the Bankruptcy Court, alleging that the balance of the 2023 Note was $8,022,667.

As of September 30, 2024, the Company has recorded liabilities in the aggregate amount of $4,369,664 in connection with the 2023 Note, representing the aggregate amount of principal, accrued interest, cash true up obligations and redemption premiums. The $8,022,667 balance alleged by 3i includes additional legal fees, late charges and conversion failure charges. The validity and application of these additional charges are disputed by the Company.