Notes Payable | Note 5 – Notes Payable A summary of the notes payable activity during the three months ended March 31, 2019 is presented below: Related Party Convertible Other Debt Notes Notes Notes Discount Total Outstanding, January 1, 2019 $ 720,000 $ 4,309,415 $ 132,501 $ (1,012,363 ) $ 4,149,553 Issuances 475,000 2,903,014 [1] - - 3,378,014 Exchanges for equity - (641,649 ) - 121,804 (519,845 ) Repayments (15,000 ) (1,300,000 ) - 51,050 (1,263,950 ) Extinguishment of notes payable - - (148,014) [1] 6,196 (141,818 ) Recognition of debt discount - - - (2,494,735 ) (2,494,735 ) Accretion of interest expense - - - 127,743 127,743 Accrued interest reclassified to notes payable principal - - 23,013 - 23,013 Amortization of debt discount - - - 743,142 743,142 Outstanding, March 31, 2019 [2] $ 1,180,000 $ 5,270,780 [3] $ 7,500 $ (2,457,163 ) $ 4,001,117 [1] During the three months ended March 31, 2019, a convertible note in the principal amount of $148,014 was issued concurrently with the extinguishment of a certain note payable in the same aggregate principal amount. See below within Note 5 – Notes Payable – Conversions, Exchanges and Other for additional details. [2] As of March 31, 2019, outstanding related party notes, convertible notes and other notes in the aggregate principal amount of $0, $127,742 and $7,500, respectively, were considered past due. [3] As of March 31, 2019, a portion of convertible notes with an aggregate principal balance of $3,465,780 were convertible into shares of common stock at the election of the holder any time until the balance has been paid in full. As of March 31, 2019, a portion of convertible notes with an aggregate principal balance of $1,805,000, which are not currently convertible, will become convertible into shares of the Company’s common stock at the election of the respective holder subsequent to March 31, 2019. Related Party Notes During the three months ended March 31, 2019, the Company issued to family members of an officer of the Company and a Scientific Advisory Board member (the “SAB Member”) notes payable in the aggregate principal amount of $475,000, which bear interest at the rate of 15% per annum and provide for maturity dates between July 2019 and August 2019. During the three months ended March 31, 2019, the Company partially repaid a certain related party note in the principal amount of $15,000. During the three months ended March 31, 2019, the Company and a certain related party agreed to further extend the maturity date of a note payable with a principal balance of $30,000 from January 2019 to December 2019. As of March 31, 2019, related party notes consisted of notes payable issued to certain directors of the Company, family members of an officer of the Company, the SAB Member, and the Tuxis Trust (the “Trust”). A director and principal shareholder of the Company serves as a trustee of Trust, which was established for the benefit of his immediate family. As of March 31, 2019, certain related party notes in the aggregate principal amount of $475,000 were convertible into shares of common stock of the Company at a conversion price of $0.60 per share, subject to adjustment, and a five year warrant (the “Warrant”) for the purchase of a number of shares equal to the number of shares issued upon the conversion of the principal amount of the Note. The Warrant provides for an exercise price of $0.80 per share, subject to adjustment. The other related party notes in the aggregate principal amount of $705,000 were not convertible. Convertible Notes Issuances During the three months ended March 31, 2019, the Company issued to certain lenders convertible notes payable in the aggregate principal amount of $2,755,000 for aggregate cash proceeds of $2,598,918. The difference of $156,083 was recorded as original issuance debt discount and will be amortized over the terms of the respective notes. The convertible notes bear interest at rates ranging between 8% and 15% per annum payable at maturity with original maturity dates ranging between July 2019 and March 2020. In connection with the issuance of a certain convertible note, the Company issued the lender a five-year warrant to purchase 40,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The grant date value of the warrant was $24,000, which was recorded as debt discount and is being amortized over the term of the convertible note. The warrant was subject to the Company’s sequencing policy and, as a result, was recorded as a derivative liability. See below within Note 5 – Notes Payable – Conversions, Exchanges and Other and Note 8 – Derivative Liabilities for additional details regarding the ECOs of the convertible notes. During the three months ended March 31, 2019, a certain convertible note in the principal amount of $148,014 was issued concurrently with the extinguishment of a certain other note payable in the same principal amount. See below within Note 5 – Notes Payable – Convertible Notes – Conversions, Exchanges and Other for additional details. Embedded Conversion Options and Note Provisions As of March 31, 2019, outstanding convertible notes in the aggregate principal amount of $3,465,780 were convertible into shares of common stock of the Company as follows: (i) $1,890,000 of aggregate convertible notes were convertible at a fixed price ranging from $1.00 to $2.00 per share for the first six months following the respective issue date, and thereafter at a conversion price generally equal to a range of 58% to 65% of the fair value of the Company’s stock, subject to adjustment, until the respective note has been paid in full, (ii) $50,000 of convertible notes were convertible at a fixed conversion price of $2.15 per share, (iii) $875,780 of aggregate convertible notes were convertible generally at a range of 58% to 65% of the fair value of the Company’s stock, subject to adjustment, depending on the note, and (iv) $650,000 of aggregate convertible notes were convertible into shares of common stock of the Company at a conversion price of $0.60 per share, subject to adjustment, and a five year warrant (the “Warrant”) for the purchase of a number of shares equal to the number of shares issued upon the conversion of the principal amount of the respective note. The Warrant provides for an exercise price of $0.80 per share, subject to adjustment. The Company analyzes the ECOs of its convertible notes at issuance to determine whether the ECO should be bifurcated and accounted for as a derivative liability or if the ECO contains a beneficial conversion feature. See below within Note 5 – Notes Payable – Convertible Notes – Embedded Conversion Options and Note Provisions and Note 8 – Derivative Liabilities for additional details regarding the ECOs of the convertible notes. As of March 31, 2019, a portion of convertible notes with an aggregate principal balance of $1,805,000, which were not yet convertible, will generally become convertible into shares of the Company’s common stock subsequent to March 31, 2019 at a conversion price generally equal to 58% of the fair value of the Company’s stock, subject to adjustment, until the respective notes have been paid in full. As of March 31, 2019, a certain outstanding convertible note in the principal amount of $55,000 has mandatory prepayment terms at the option of the holder (“MPOs”). The MPOs permit the holder to demand prepayment of the note, in cash, at a premium of 35% of the then outstanding principal balance and accrued interest during the period between 150 days to 179 days following the issuance date. As of the date of this filing, the MPOs have expired. As of March 31, 2019, outstanding convertible notes in the aggregate principal amount of $3,953,014 have prepayment premiums, whereby, in the event that the Company elects to prepay certain notes during the first ninety-day period following the issue date, the respective holder is entitled to receive a prepayment premium of up to 30%, depending on the note, on the then outstanding principal balance including accrued interest. In the event that the Company prepays any of the notes during the second ninety-day period following the issue date, the respective holder is entitled to receive a prepayment premium of up to 40%, depending on the note, on the then outstanding principal balance including accrued interest. As of March 31, 2019, outstanding convertible notes in the aggregate principal amount of $2,052,742 have most favored nation (“MFN”) provisions, whereby, so long as such respective note is outstanding, upon any issuance by the Company of any security with certain identified provisions more favorable to the holder of such security, then at the respective holder’s option, those more favorable terms shall become a part of the transaction documents with the holder. As of March 31, 2019, notes with applicable MFN provisions were convertible using MFN conversion prices equal to 58% or 65% of the fair market value of the Company’s stock, as defined. During the three months ended March 31, 2019, the Company determined that certain ECOs of issued or extended convertible notes were derivative liabilities. The aggregate issuance date value of the bifurcated ECOs was $2,392,400, of which $2,307,602 was recorded as a debt discount and is being amortized over the terms of the respective convertible notes and $84,798 was recognized as part of an extinguishment loss as described below. See Note 8 – Derivative Liabilities for additional details. Conversions, Exchanges and Other During the three months ended March 31, 2019, the Company and certain lenders exchanged certain convertible notes with bifurcated ECOs with an aggregate net carrying amount of $1,388,477 (including an aggregate of $641,649 of principal less debt discount of $121,804, $24,509 of accrued interest and $844,123 related to the separated ECOs accounted for as derivative liabilities) for an aggregate of 1,984,017 shares of the Company’s common stock at conversion prices ranging from $0.28 to $0.42 per share. The common stock had an aggregate exchange date value of $1,510,282 and, as a result, the Company recorded a loss on extinguishment of notes payable of $121,805. See Note 8 – Derivative Liabilities for additional details. During the three months ended March 31, 2019, the Company repaid an aggregate principal amount of $1,300,000 of convertible notes payable, $76,169 of the respective aggregate accrued interest and an aggregate of $184,637 of prepayment premiums. As a result of the repayments, the Company recorded a loss on extinguishment of notes payable of $235,687 and an aggregate of $51,050 of the related debt discounts were extinguished. During the three months ended March 31, 2019, a certain lender to the Company acquired a promissory note (classified in Other Notes) issued by the Company in the outstanding amount of $148,014 (inclusive of accrued interest reclassified to principal of $23,013) from a certain lender to the Company. The Company exchanged the acquired note for a new convertible note in the principal amount of $148,014 which accrues interest at a rate of 12% per annum, payable on the maturity date in March 2020. The ECO of the note was subject to sequencing and the issuance date fair value of $84,798 was accounted for as a derivative liability (see Note 8 – Derivative Liabilities for additional details). Since the fair value of the new ECO exceeded 10% of the principal amount of the new note, the note exchange was accounted for as an extinguishment, and accordingly the Company recognized a net loss on extinguishment of $90,994 in connection with the derecognition of the net carrying amount of $141,818 of the extinguished debt and the issuance of the new convertible notes in the aggregate principal amount $148,014 plus the fair value of the new note’s ECO of an aggregate of $84,798. Other Notes Exchange and Other During the three months ended March 31, 2019, the Company and a certain lender agreed to an extension of the maturity date of a certain note payable with a principal balance of $125,000 from a maturity date in January 2019 to a new maturity date in December 2019. In consideration of the extension, the Company issued the lender 10,000 shares of the Company’s common stock. The issuance date fair value of the common stock of $7,052 was recorded as debt discount and is being amortized over the remaining term of the note. During the three months ended March 31, 2019, a convertible promissory note in the principal amount of $148,014 was issued concurrently with the extinguishment of a certain other note payable in the same principal amount. See above within Note 5 – Notes Payable – Conversions, Exchanges and Other for additional details. |