Didn't meet these financing 90 day deadlines, but are these folks confident that it is inevitable? Or is it pocket change at the nickel slots?
13. SUBSEQUENT EVENTS
On January 7, 2019 the Company entered into a promissory note for $25,000 with Richard Blumberg. The entire unpaid principal balance due on this Promissory Note (this "Note"), together with all accrued and unpaid interest and fees, if any, at the choice of Mr. Blumberg, shall be due and payable in full from the funds received by the Company from a financing of at least $1,000,000 or to be included as part of the Company's financing. Should the Company not complete a financing of at least $1,000,000 within 90 days of the execution of this Promissory Note, any unpaid amounts shall be due in full to the Mr. Blumberg and shall accrue 6% annual interest from the date thereof if not paid in full. In addition, Mr. Blumberg shall be granted ten common stock warrants for each dollar loaned to the Company under this Promissory Note, representing 313 warrants. The warrants shall vest upon the financing of at least $1,000,000 and expire on the third anniversary of said financing. The warrant exercise price shall be set at market price as defined by the five-day volume adjusted weighted price (VWAP), or alternatively the same as for warrants granted to investors as part of any $1 million dollar or more financing of the Company.
On January 17, 2019 the Company entered into a promissory note for $15,000 with Bryan Mamula. The entire unpaid principal balance due on this Promissory Note (this "Note"), together with all accrued and unpaid interest and fees, if any, at the choice of Mr. Mamula, shall be due and payable in full from the funds received by the Company from a financing of at least $1,000,000 or to be included as part of the Company's financing. Should the Company not complete a financing of at least $1,000,000 within 90 days of the execution of this Promissory Note, any unpaid amounts shall be due in full to Mr. Mamula and shall accrue 6% annual interest from the date thereof if not paid in full. In addition, Mr. Mamula shall be granted ten common stock warrants for each dollar loaned to the Company under this Promissory Note, representing 188 warrants. The warrants shall vest upon the financing of at least $1,000,000 and expire on the third anniversary of said financing. The warrant exercise price shall be set at market price as defined by the five-day volume adjusted weighted price (VWAP), or alternatively the same as for warrants granted to investors as part of any $1 million dollar or more financing of the Company.
On January 30, 2019 the Company entered into a promissory note for $35,000 with Richard Blumberg. The entire unpaid principal balance due on this Promissory Note (this "Note"), together with all accrued and unpaid interest and fees, if any, at the choice of Mr. Blumberg, shall be due and payable in full from the funds received by the Company from a financing of at least $1,000,000 or to be included as part of the Company's financing. Should the Company not complete a financing of at least $1,000,000 within 90 days of the execution of this Promissory Note, any unpaid amounts shall be due in full to Mr. Blumberg and shall accrue 6% annual interest from the date thereof if not paid in full. In addition, Mr. Blumberg shall be granted ten common stock warrants for each dollar loaned to the Company under this Promissory Note, representing 438 warrants. The warrants shall vest upon the financing of at least $1,000,000 and expire on the third anniversary of said financing. The warrant exercise price shall be set at market price as defined by the five-day volume adjusted weighted price (VWAP), or alternatively the same as for warrants granted to investors as part of any $1 million dollar or more financing of the Company.
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On February 14, 2019, the Company entered into a Purchase and Sale Agreement with Everest Business Funding for the sale of its accounts receivable. The transaction provided the Company with $48,735 after $1,265 in bank costs for a total purchase amount of $50,000, in which the Company would have to repay $68,500. At a minimum the Company would need to pay $535.16 per day or 20.0% of the future collected accounts receivable or “receipts.”
On February 8, 2019, a note payable in default as reported in Footnote 9: Notes payable – Note payable in default, was exchanged for a note with a convertible option. The note amount was for $145,544. At the sole discretion of the Company, rather than paying the holder in cash, the note can be exchanged for equity in the new financing of at least $1,000,000. The debt will be exchanged for C3 preferred shares. If the Company elects to pay the balance in cash, the note shall accrue simple interest of 6% per annum commencing on the date of the new financing of at least $1,000,000.
On February 15, 2019 the Company entered into a promissory note for $50,000 with John Gould. The entire unpaid principal balance due on this Promissory Note (this "Note"), together with all accrued and unpaid interest and fees, if any, at the choice of Mr. Gould, shall be due and payable in full from the funds received by the Company from a financing of at least $1,000,000 or to be included as part of the Company's financing. Should the Company not complete a financing of at least $1,000,000 within 90 days of the execution of this Promissory Note, any unpaid amounts shall be due in full to the Mr. Gould and shall accrue 6% annual interest from the date thereof if not paid in full. In addition, Mr. Gould shall be granted ten common stock warrants for each dollar loaned to the Company under this Promissory Note, representing 625 warrants. The warrants shall vest upon the financing of at least $1,000,000 and expire on the third anniversary of said financing. The warrant exercise price shall be set at market price as defined by the five-day volume adjusted weighted price (VWAP), or alternatively the same as for warrants granted to investors as part of any $1 million dollar or more financing of the Company.
During March 2019, the Company entered into promissory notes for $46,000 with Richard Blumberg. The entire unpaid principal balance due on this Promissory Note (this "Note"), together with all accrued and unpaid interest and fees, if any, at the choice of Mr. Blumberg, shall be due and payable in full from the funds received by the Company from a financing of at least $1,000,000 or to be included as part of the Company's financing. Should the Company not complete a financing of at least $1,000,000 within 90 days of the execution of this Promissory Note, any unpaid amounts shall be due in full to the Mr. Gould and shall accrue 6% annual interest from the date thereof if not paid in full.
On March 29, 2019, the Company entered into a securities purchase agreement with Auctus Fund, LLC for the issuance and sale to Auctus of $65,000 in aggregate principal amount of a 12% convertible promissory note. On March 29, 2019, the Company issued the note to Auctus. Pursuant to the purchase agreement, the Company also issued to Auctus a warrant exercisable to purchase an aggregate of 325,000 shares of the Company’s common stock. The warrant is exercisable at any time, at an exercise price per share equal to $0.176 (110% of the closing price of the common stock on the day prior to issuance), subject to certain customary adjustments and price-protection provisions contained in the warrant. The warrant has a five-year term. The note matures nine months from the date of issuance and accrues interest at a rate of 12% per year. The Company could have prepaid the note, in whole or in part, for 115% of outstanding principal and interest until 30 days from issuance, for 125% of outstanding principal and interest at any time from 31 to 60 days from issuance, and for 130% of outstanding principal and interest at any time from 61 days from issuance to 180 days from issuance. After nine months from the date of issuance, Auctus may convert the note, at any time, in whole or in part, into shares of the Company’s common stock, at a conversion price equal to the lower of the price offered in the Company’s next public offering or a 40% discount to the average of the two lowest trading prices of the common stock during the 20 trading days prior to the conversion, subject to certain customary adjustments and price-protection provisions contained in the note. The note includes customary events of default provisions and a default interest rate of 24% per year. Upon the occurrence of an event of default, Auctus may require the Company to redeem the note (or convert it into shares of common stock) at 150% of the outstanding principal balance plus accrued and unpaid interest.
On April 16, 2019, the Company entered into a promissory note for $20,000 with Richard Blumberg. The entire unpaid principal balance due on this Promissory Note (this "Note"), together with all accrued and unpaid interest and fees, if any, at the choice of Mr. Blumberg, shall be due and payable in full from the funds received by the Company from a financing of at least $1,000,000 or to be included as part of the Company's financing. Should the Company not complete a financing of at least $1,000,000 within 90 days of the execution of this Promissory Note, any unpaid amounts shall be due in full to the Mr. Blumberg and shall accrue 6% annual interest from the date thereof if not paid in full.
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On April 26, 2019, the Company entered into a promissory note for $50,000 with Fred Grimm. The entire unpaid principal balance due on this Promissory Note (this "Note"), together with all accrued and unpaid interest and fees, if any, at the choice of Mr. Grimm, shall be due and payable in full from the funds received by the Company from a financing of at least $1,000,000 or to be included as part of the Company's financing. Should the Company not complete a financing of at least $1,000,000 within 90 days of the execution of this Promissory Note, any unpaid amounts shall be due in full to the Mr. Grimm and shall accrue 6% annual interest from the date thereof if not paid in full. If upon financing Mr. Grimm decides to exchange any amount remaining under this promissory note into equity as part of the Company’s financing, Mr. Grimm shall receive a minimum of two common shares of the Company’s common stock and warrants to purchase two additional common stock shares of the Company’s common stock. In addition, Mr. Grimm shall be granted four common stock shares and four common stock warrants for each dollar loaned to the Company under this Promissory Note, representing 200,000 warrants. The warrants shall vest upon the financing of at least $1,000,000 and expire on the third anniversary of said financing. The warrant exercise price shall be set at market price as defined by the five-day volume adjusted weighted price (VWAP), or alternatively the same as for warrants granted to investors as part of any $1 million dollar or more financing of the Company.
