Related Party Transactions | Note 12 – Related Party Transactions In December 2014, a board member/investor (Board Member #1) signed a consulting agreement with the Company for $30,000 per year effective January 1, 2015. In July 2016, Board Member #1 converted balances outstanding of $45,000 into convertible promissory notes. The promissory notes plus related accrued interest totaling $46,042 were converted into equity in December 2016 resulting in the issuance of 1,969 shares of common stock at a price of $23.39 per share. In January 2018, the Board of Directors approved the reduction in the price per common share listed in both the August 2016 Private Placement Memo (“PPM”) and December 2016 PPM from $29.22 to $15.33 per share. As a result, the Company issued an additional 1,772 shares of common stock for the Board compensation convertible promissory note issued to Board Member #1 in 2016. For the nine months ended September 30, 2018, the Company incurred consulting fees of $22,500. Consulting fees outstanding to Board Member #1 at December 31, 2017 were $45,000. In October 2018, the Board agreed to grant Board Member #1 11,218 shares of common stock valued at $15.33 per share in lieu of cash compensation owed to date through the close of the Edge transaction predicted to close in March 2019. An additional $52,225 of consulting fees were expensed in 2018. In December 2014, a board member/investor (Board Member #2) signed a consulting agreement with the Company for $15,000 per year effective January 1, 2015. In July 2016, the Board Member #2 converted balances outstanding of $22,500 into convertible promissory notes. The promissory notes plus related accrued interest totaling $23,020 were converted into equity in December 2016, resulting in the issuance of 984 shares of common stock at a price of $23.40 per share. In January 2018, the Board of Directors approved the reduction in the price per common share listed in both the August 2016 PPM and December 2016 PPM from $29.22 to $15.33 per share. As a result, the Company issued an additional 886 shares of common stock for the Board compensation convertible promissory note issued to Board Member #2 in 2016. For the nine months ended September 30, 2018, the Company incurred consulting fees $11,250. Consulting fees outstanding to Board Member #2 at December 31, 2017 were $22,500. In October 2018, the Board agreed to grant Board Member #2 11,218 options to purchase common stock in lieu of cash compensation owed to date through the close of the Edge transaction predicted to close in March 2019. These options were granted immediately prior to the consummation of the Edge merger with an exercise price equal to $9.04. An additional estimated $69,100 of consulting fees were expensed in 2018. Once the exercise price was determined and the options were granted in March 2019, a reconciliation of a reversal of $13,781 of expense was booked. In November 2015, the Company received $1,000,000 from the Board Member #2 in exchange for a convertible promissory note. The promissory notes plus related accrued interest totaling $1,056,301 were converted into equity in December 2016, resulting in the issuance of 45,190 shares of common stock at a price of $23.38 per share. In December 2016, Board Member #2 purchased 8,556 shares of common stock in conjunction with a stock offering at a price of $29.22 per share, resulting in the receipt of $250,000 by the Company. In August 2016, the Company received $218,767 from Board Member #2 in exchange for a convertible promissory note. The promissory notes plus related accrued interest totaling $223,442 were converted into equity in December 2016, resulting in the issuance of 8,496 shares of common stock at a price of $26.30 per share. In January 2018, the Board of Directors approved the reduction in the price per common share listed in both the August 2016 PPM and December 2016 PPM from $29.22 to $15.33 per share. As a result, the Company issued an additional 7,700, 40,671, and 7,647 shares of common stock, respectively for the December 2016 PPM, the November 2015 convertible promissory note, and the August 2016 convertible promissory note, respectively. In July 2018, Board Member #2 exercised 5,010 warrants at a price of $13.03 per share, resulting in the receipt of $65,277 by the Company. In August 2018, Board Member #2 exercised 2,662 warrants at a price of $13.03 per share, resulting in the receipt of $34,686 by the Company. In September 2018, Board Member #2 exercised 3,702 stock options at a price of $6.87 per share, resulting in the receipt of $25,406 by the Company. In October 2018, Board Member #2 exercised 13,946 stock options at a price of $6.87 per share, resulting in the receipt of $95,693 by the Company. In February 2019, Board Member #2 purchased 22,834 shares of common stock in conjunction with a stock offering at a price of $15.33 per share, resulting in the receipt of $350,000 by the Company. This investment also included 45% warrant coverage as well as anti-dilution protection resulting in additional issuance of 12,626 shares of common stock in March 2019. In December 2014, a board member/investor (Board Member #3) signed a consulting agreement with the Company for $15,000 per year effective January 1, 2015. In July 2016, the Board Member #3 converted balances outstanding of $22,500 into convertible promissory notes. The promissory notes plus related accrued interest totaling $23,020 were converted into equity in December 2016, resulting in the issuance of 984 shares of common stock at a price of $23.40 per share. In January 2018, the Board of Directors approved the reduction in the price per common share listed in both the August 2016 PPM and December 2016 PPM from $29.22 to $15.33 per share. As a result, the Company issued an additional 886 shares of common stock for the Board compensation convertible promissory note issued to Board Member #3 in 2016. For the nine months ended September 30, 2018, the Company incurred consulting fees $11,250. Consulting fees outstanding to Board Member #3 at December 31, 2017 were $22,500. In October 2018, the Board agreed to grant Board Member #3 11,218 options to purchase common stock in lieu of cash compensation owed to date through the close of the Edge transaction predicted to close in March 2019. These options were granted immediately prior to the consummation of the Edge merger with an exercise price equal to $9.04. An additional estimated $69,100 of consulting fees were expensed in 2018. Once the exercise price was determined and the options were granted in March 2019, a reconciliation of a reversal of $13,781 of expense was booked. In May 2016, the Company received $500,000 from Board Member #4 in exchange for a convertible promissory note. The promissory notes plus related accrued interest totaling $516,096 were converted into equity in December 2016, resulting in the issuance of 22,079 shares of common stock at a price of $23.38 per share. In January 2018, the Board of Directors approved the reduction in the price per common share listed in both the August 2016 PPM and December 2016 PPM from $29.22 to $15.33 per share. As a result, the Company issued an additional 19,871 shares of common stock for the May 2016 convertible promissory note. In October 2018, the Board agreed to grant a representative of Board Member #4 11,218 shares of common stock valued at $15.33 per share in lieu of cash compensation through the close of the Edge transaction predicted to close in March 2019. $85,975 of consulting fees were expensed in 2018. $85,975 remains in Prepaid Expenses as of December 31, 2018. The expense was amortized through March 2019. In July 2016, the Company signed a consulting agreement with a related party (Related Party Consultant #1) to assist in raising capital. In addition, the consultant is entitled to a Finders’ Fee of 4.00% of capital raised from its investors. In August 2016 the Company received $200,000 from Related Party Consultant #1 in exchange for a convertible promissory note. The promissory notes plus related accrued interest totaling $204,110 were converted into equity in December 2016, resulting in the issuance of 7,761 shares of common stock at a price of $26.30 per share. Finders’ Fees of $46,000 and $93,400, were earned, respectively for December 31, 2018 and 2017. In lieu of cash payment, Related Party Consultant #1 elected to receive shares at the current fair value of $15.33 in 2018 and $29.22 in 2017 per common shares, resulting in the issuance of 3,001 and 3,196 common shares of the Company, respectively in 2018 and 2017. In January 2018, the Board of Directors approved the reduction in the price per common share listed in both the August 2016 PPM and December 2016 PPM from $29.22 to $15.33 per share. As a result, the Company issued an additional 6,985 and 2,876 shares of common stock, respectively, for the promissory note issued in 2016 and the Finders’ Fee earned in 2017. In December 2017, the Company signed a consulting agreement with a related party (Related Party Consultant #2) to provide marketing services. The Related Party Consultant #2 was entitled to a monthly consulting fee of $75,000. The agreement was amended in July 2018 and the consulting fee was reduced to $225,000 due to failure of Related Party Consultant #2 to produce new investors for the Company based on its marketing efforts. In lieu of the cash payment of $225,000, under the terms of the amendment, Related Party Consultant #2 elected to receive shares of common stock at the current fair value of $15.33 per common share, resulting in the issuance of 14,676 common shares of the Company. |