Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS On April 3, 2018, CoinTracking, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (“Borrower”), entered into a Loan Agreement (the “Loan Agreement”) with CoinTracking GmbH, a private limited liabilty company organized under the laws of the Federal Republic of Germany (“Lender”), pursuant to which Lender may provide a loan (the “CoinTracking Loan”) of up to $3,000,000 to Borrower, to be advanced to Borrower in one or more tranches, at such times and in such amounts as may be requested by Borrower from time to time, on or before the tenth anniversary of the Loan Agreement. The Company is deemed obligor of Borrower’s obligations under the Loan Agreement for United States Federal income tax purposes. Interest on the CoinTracking Loan will accrue at a rate per annum of the greater of (i) three percent (3%), or (ii) the interest rates published monthly by the United States Internal Revenue Service and in effect under section 1274(d) of the Internal Revenue Code in effect as of the date of issuance of any promissory note under the CoinTracking Loan, and will be payable quarterly. On April 3, 2018, pursuant to the Loan Agreement, Lender advanced $1,000,000 to Borrower in exchange for a promissory note (the “CoinTracking Note”) of equal principal amount. The CoinTracking Note will mature on the second anniversary thereof. The Borrower and Lender are consolidating entities, as such, the loan and advances are considered to be intercompany transactions and will be eliminated in consolidation. Effective as of April 17, 2018, Jeffrey Berman and Holly Ruxin were appointed directors of the Company, each for a term of six months from the effective date of appointment or until his or her earlier death, resignation or removal. The Company entered into a Director Services Agreement with each of Mr. Berman and Ms. Ruxin, pursuant to which each of Mr. Berman and Ms. Ruxin will be entitled to receive (i) a fee of $80,000 per annum, payable quarterly, and (ii) a ten-year option to purchase 100,000 shares of common stock of the Company at an exercise price of $10.00 per share, which option shall be fully vested on the six-month anniversary of the date of grant. Effective as of April 18, 2018, Anthony Strickland, Jeffrey Berman, and Holly Ruxin were appointed to the Audit Committee and Compensation Committee, with Ms. Ruxin serving as Chairperson of the Audit Committee and Mr. Strickland Serving as Chairperson of the Compensation Committee. On April 18, 2018, the Company issued to James Gilbert 202,512 shares of common stock of the Company, immediately vested, for certain services performed on behalf of the Company. Effective May 14, 2018, Michael Poutre, former Chief Executive Officer and a director of the Company, resigned from all of his current roles with the Company effective immediately. Mr. Poutre will remain as a consultant to the Company until November 2018. In connection with Mr. Poutre’s resignation from the Company, the Company entered into a Separation and Consulting Agreement and General Mutual Release (the “Separation and Consulting Agreement”), which was executed on May 9, 2018 and approved by the Board of Directors on May 14, 2018. The Separation and Consulting Agreement was not effective until May 17, 2018, following the end of the revocation period. The Separation and Consulting Agreement provides that the Company will pay Mr. Poutre a lump-sum cash payment of (i) his earned but unpaid base salary, (ii) his accrued but unpaid vacation time, and (iii) any outstanding requests for expense reimbursements that are approved pursuant to Company policy. Mr. Poutre will serve as a consultant of the Company for six months at a rate of $30,000 per month, payable in two separate tranches, though the Company may terminate his services for any reason. The Separation and Consulting Agreement contains other standard provisions contained in agreements of this nature including non-disparagement and a general release of any and all claims . Effective May 14, 2018, James Gilbert, the President of the Company, was appointed Chairman of the Company’s Board of Directors and Chief Executive Officer. The Company did not enter into any new employment agreement with Mr. Gilbert, and Mr. Gilbert has no family relationship with any director or executive officer of the Company. |