19. SUBSEQUENT EVENTS‌

Foreign Currency Exchange Rates

The Argentine Peso to United States Dollar exchange rate was 160.7166, 147.16998 and 102.6834 at November 11, September 30, 2022, and December 31, 2021, respectively.

The British pound to United States dollar exchange rate was 0.8476, 0.8957 and 0.7340 at November 11, September 30, 2022, and December 31, 2021, respectively.

Convertible Debt

On October 22, 2022, the Board of Directors approved an offering of up to $1.5 million of 7% convertible promissory notes with a one-year maturity to accredited investors (the “October Notes). The notes are convertible into units, with each unit consisting of one share of common stock and a warrant for the purchase of one share of common stock, at a conversion price equal to the lower of (a) $2.52 per share or (b) the three-day volume weighted average closing price beginning on the date that is two days prior to the conversion date, subject to a floor price on conversion of $2.40 per share. The warrants will be exercisable at a price of $6.00 per share and carry a term of one year.

The October Notes will be mandatorily convertible upon the earlier to occur of: (i) the date of execution of that certain ground lease in connection with the previously announced agreement to develop a project in Las Vegas, Nevada (See Note 1, Business Organization and Nature of Operations), provided that such conversion would not result in the issuance of more than 546,949 shares of the Company’s common stock (including the common shares issuable upon conversion of the Warrants); and (ii) the date the Company obtains stockholder approval to issue more than 546,949 shares of the Company’ common stock in accordance with Nasdaq Listing Rule 5635(d).

As of November 9, 2022, the Company received aggregate gross proceeds amount of $1,051,500 pursuant to the issuance of the October Notes.

As of November 9, 2022, the GGH Notes are past due and subject to the default interest rate of 18% per annum.

Equity Line of Credit

On November 8, 2022, the parties terminated the Common Stock Purchase Agreement and Registration Rights Agreement by and between the Company and an underwriter (the “Underwriter”), dated May 6, 2021. On the same date, the parties entered into a new Common Stock Purchase Agreement and Registration Rights Agreement (the “Purchase Agreement”) with the Underwriter. Upon the satisfaction of the conditions in the Purchase Agreement, including that a registration statement that the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement is declared effective by the SEC and a final prospectus in connection therewith is filed with the SEC, (such event, the “Commencement”), the Company will have the right to sell to the Underwriter up to the lesser of (i) $44,308,969 of newly issued shares of the Company’s common stock and (ii) the Exchange Cap, as defined, from time to time at a price equal to 95% of the lowest daily volume weighted average price per share (“VWAP”) during the three consecutive trading days immediately following the date that the Company provides notice to the Underwriter, directing the Underwriter to purchase shares. The Company is able to sell such shares to the Underwriter over a period of up to 36 months after the date of the Commencement.