CONVERTIBLE NOTES PAYABLE | NOTE 4 – CONVERTIBLE NOTES PAYABLE October 2017 Financing On October 10, 2017, the Company entered into a securities purchase agreements (the “SPA”) for the sale of the Company’s convertible note. Pursuant to the SPA, the Company issued an unsecured convertible Note (“October 2017 Note”) for a principal amount of $160,000. The Company received $143,250 in aggregate net proceeds from the sale, net of $16,750 OID and legal fees. The October 2017 Note bears an interest rate of 12% per annum (which interest rate shall be increased to 24% per annum upon the occurrence of an Event of Default (as defined in the October 2017 Note)), shall mature on July 10, 2018 and the principal and interest are convertible at any time at a conversion price equal the lower of $0.65 per share or 55% of the lowest trading price of the Company’s common stock during the twenty-five trading days immediately preceding the conversion date. The conversion price, however, is subject to full ratchet anti-dilution in the event that the Company issues any securities at a per share price lower than the conversion price then in effect. The Note contains representations, warranties, and events of default, beneficial ownership limitations, and other provisions that are customary of similar instruments. At any time during the period beginning on the issue date and ending on the date which is 90 days following the issue date, the Borrower shall have the right, exercisable on not less than three trading days prior written notice to the lender to prepay the outstanding balance of the October 2017 Note, in full by making a cash payment to the lender equal to 130% of the total outstanding principal, accrued and unpaid interest and default interest, if any. The October 2017 Note may be prepaid at anytime until the 180th following the original issue date at a premium of 140%. After this initial 180-day period, the Company does not have a right to prepay the note. The October 2017 Note is in default. In July 2018, the Company failed to make the repayment of the outstanding principal and interest at the maturity date which caused the interest to increase to the default interest of 24%. In September 2018, the conversion price was below $0.01 which triggered clause 1.4(g) of the promissory note which allows for the principal amount of the note to increase by $15,000. Per the noteholder, this $15,000 will be added to the principal at the end of the note, allowing the Company to convert out of the original principal and interest first, however, for accounting purposes the $15,000 was added to the principal on September 25, 2018. In addition, the variable conversion price shall be redefined to mean 40% multiplied by the market price (or a 60% discount). During the fiscal year ended September 30, 2018, the lender converted $6,951 of accrued interest and $3,000 of conversion fee, for a total amount of $9,951 into 615,000 shares of the Company’s common stock. During the nine months ended June 30, 2019, the lender fully converted the remaining outstanding principal, interest and conversion fee of $175,000, $35,187 and $10,000, respectively, into 140,404,704 shares of the Company’s common stock. As of June 30, 2019, the October 2017 Note had no outstanding balance. February 2018 Financing On February 20, 2018, under a Securities Purchase Agreement (the “SPA”), the Company issued a 10% Convertible Promissory Note (“February 2018 Notes”) for principal amount of up to $180,000 to be funded in several tranches. The February 2018 Notes bears an interest rate of 10% per annum (which interest rate shall be increased to 15% per annum upon the occurrence of an Event of Default (as defined in the February 2018 Notes)). The February 2018 Notes shall mature twelve months from the effective date of each tranche. The Company received the; (i) first tranche on February 20, 2018 with the Company receiving net proceeds of $52,000, net of $8,000 OID and legal fees; (ii) the second tranche on June 11, 2018 with the Company receiving net proceeds of $16,500, net of $3,500 OID and legal fees; and (iii) the third tranche on March 13, 2019 with the Company receiving net proceeds of $43,000, net of $7,000 OID and legal fees. The Company received an aggregate net proceeds of $130,000, net of $18,500 OID and legal fees which total to a principal amount of $130,000. The lender shall have the right to convert beginning on the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the Company’s common stock during the 25 prior trading days to the conversion date subject to increases in the discount rate based on certain future events. If at any time while the February 2018 Notes are outstanding, the conversion price is equal to or lower than $0.15, then an additional 15% discount shall be added into the conversion price resulting in a discount rate of 50%. The February 2018 Notes are subject to full ratchet anti-dilution in the event that the Company issues any securities at a per share price lower than the conversion price then in effect. During the first 90 days following the date of the February 2018 Notes, the Company has the right to prepay the principal and accrued but unpaid interest due under this note, together with any other amounts that the Company may owe the lender under the terms of the February 2018 Notes, at a premium ranging from 135% to 145% as defined in the February 2018 Notes. After this initial 90-day period, the Company does not have a right to prepay the February 2018 Notes. The February 2018 Notes contains representations, warranties, events of default, beneficial ownership limitations, piggyback registration rights and other provisions that are customary of similar instruments. On June 13, 2018, in connection with the funding of the second tranche of the February 2018 Notes, the Company issued to the lender of 50,000 warrants (February 2018 Warrant I). The warrants had a term of five years from the date of grant with an exercise price of $0.40. The Company accounted for the 50,000 warrants by using the relative fair value method and recorded debt discount from the relative fair value of the warrants of $6,206 using a simple binomial lattice model (see Note 5). The February 2018 Warrant I had full ratchet anti-dilution provision therefore causing the Company to adjust the outstanding warrants to 40,816,326, an increase of 40,766,326 warrants. During the three months ended June 30, 2019, the Company issued 30,221,040 shares of its common stock in connection with the cashless exercise of 32,653,061 of these warrants. The Company recorded the common stock at par value and a corresponding offset against equity. As of June 30, 2019, there were 8,163,265 warrants outstanding under February 2018 Warrant I. On March 13, 2019, in connection with the funding of the third tranche of the February 2018 Notes, the Company issued to the lender of 125,000 warrants (February 2018 Warrant II), the Company accounted for the 125,000 warrants by using the relative fair value method and recorded debt discount from the relative fair value of the warrants of $2,265 using a simple binomial lattice model (see Note 5). The February 2018 Warrant II had full ratchet anti-dilution provision therefore causing the Company to adjust the outstanding warrants to 102,040,816, an increase of 101,915,816 warrants. As of June 30, 2019, there were 102,040,816 warrants outstanding under February 2018 Warrant II. During the fiscal year ended September 30, 2018, the lender converted $3,023 of outstanding principal and $500 of conversion fee, for a total amount of $3,523 into 270,000 shares of the Company’s common stock. During the nine months ended June 30, 2019, the lender converted $76,977 of outstanding principal, $46,336 of accrued interest and $9,000 of conversion fee, for a total amount of $92,313 into 73,420,237 shares of the Company’s common stock. As of June 30, 2019, the February 2018 Notes had $50,000 and $1,575 of outstanding principal and accrued interest, respectively. June 2018 Financing: On June 14, 2018, the Company entered into a securities purchase agreements (the “SPA”) for the sale of the Company’s convertible note. Pursuant to the SPA, the Company issued an unsecured convertible Note (“June 2018 Note”) for a principal amount of $58,000. The Company received net proceeds of $55,000, net of $3,000 OID and legal fees. The June 2018 Note bears an interest rate of 10% per annum (which interest rate shall be increased to 22% per annum upon the occurrence of an Event of Default (as defined in the June 2018 Note)), shall mature on June 14, 2019. The lender has the right to convert beginning 180 th During the nine months ended June 30, 2019, the lender fully converted the remaining outstanding principal and interest of $58,000 and $2,900, respectively, into 23,480,646 shares of the Company’s common stock. In connection with these conversions, $37,082 of Put Premium was reclassified to equity. As of June 30, 2019, the June 2018 Note had no outstanding balance. February 2019 Financing: On February 14, 2019, the Company entered into a securities purchase agreements (the “SPA”) for the sale of the Company’s convertible note. Pursuant to the SPA, the Company issued an unsecured convertible Note (“February 2019 Note”) for a principal amount of $63,000. The Company received net proceeds of $60,000, net of $3,000 OID and legal fees. The February 2019 Note bears an interest rate of 10% per annum (which interest rate shall be increased to 22% per annum upon the occurrence of an Event of Default (as defined in the February 2019 Note)), shall mature on February 14, 2020. The lender has the right to convert beginning 180th day following the issuance date, the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price equal to 61% of the average of the lowest two trading prices of the Company’s common stock during the fifteen trading days immediately preceding the conversion date. During the first 30 to 180 days following the date of the February 2019 Note, the Company has the right to prepay the principal and accrued but unpaid interest due under the February 2019 Note, together with any other amounts that the Company may owe the lender under the terms of the February 2019 Note, at a premium ranging from 115% to 140% as defined in the February 2019 Note. After this initial 180-day period, the Company does not have a right to prepay the February 2019 Note. In connection with the issuance of the February 2019 Note, the Company recorded a premium of $40,279 as the note is considered stock settled debt under ASC 480, which was fully accreted at the inception of the February 2019 Note. As of June 30, 2019, the February 2019 Note had $63,000 of outstanding principal and $2,201 of accrued interest. Derivative Liabilities Pursuant to Securities Purchase Agreements In connection with the issuance of the October 2017 and February 2018 Notes, the Company determined that the terms of these Notes contain terms that included a provision under which the conversion price and exercise price could be affected by future equity offerings undertaken by the Company or contain terms that are not fixed monetary amounts at inception and included various other terms that caused derivative treatment. Accordingly, under the provisions of ASC 815-40 –Derivatives and Hedging – Contracts in an Entity’s Own Stock In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was early adopted as of January 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the consolidated balance sheet, the period which the amendment is effective. There was no cumulative effect from the adoption of ASU No. 2017-11 and did not have any impact on the Company’s consolidated financial statements as there were other note provisions that caused derivative treatment. In connection with the issuance of these notes during fiscal year 2018, on the initial measurement date of the notes, the fair values of the embedded conversion option of $423,778 was recorded as derivative liabilities of which $218,234 was charged to current period operations as initial derivative expense, and $205,544 was recorded as a debt discount which will be amortized into interest expense over the term of the note. In connection with the issuance of these notes during the nine months ended June 30, 2019, on the initial measurement date of the notes, the fair values of the embedded conversion option of $342,368 was recorded as derivative liabilities of which $301,633 was charged to current period operations as initial derivative expense, and $40,735 was recorded as a debt discount which will be amortized into interest expense over the term of the note. Upon conversions during the nine months ended June 30, 2019, the respective derivative liability was marked to fair value at the conversion, and then a related fair value amount of $421,646 relating to the portion of debt converted was reclassified to other income or expense as part of loss on debt extinguishment. Additionally, the Company recorded loss on debt extinguishment of $2,141,559 during the nine months ended June 30, 2019 in connection with the conversion of notes resulting in a net loss on extinguishment of debt of $1,719,913 for the nine months ended June 30, 2019 as reflected in the accompanying unaudited statements of operations. For the nine months ended June 30, 2019 and 2018, the total amortization expense of debt discounts related to all convertible promissory notes were $54,491 and $183,208, charged to interest expense on the accompanying statements of operations. During the three months ended June 30, 2019 the fair value of the derivative liabilities were estimated using the Binomial option pricing method with the following assumptions: Dividend rate 0 % Term (in years) 0.01 to 0.2 years Volatility 120.85 % Risk-free interest rate 1.75 to 2.18 % At June 30, 2019 and September 30, 2018, the components of convertible promissory notes, net consisted of the following: June 30, 2019 September 30, 2018 Principal amount of convertible notes $ 113,000 $ 309,976 Debt premium liability 40,279 37,082 Unamortized debt discount (37,292 ) (38,783 ) Convertible notes payable, net – current $ 115,987 $ 308,275 |