5. Notes Payable & Notes Payable - Related Party | 5. NOTES PAYABLE & NOTES PAYABLE RELATED PARTY At September 30, 2020, the Company had outstanding notes payable of $1,062,106 and outstanding notes payable related party of $3,546,316, net of all discounts. At December 31, 2019, the Company had outstanding notes payable of $1,020,000 and outstanding notes payable - related party of $3,246,316, net of all discounts. The notes payable and notes payable related party had matured on October 31, 2018. In November 2019, the Company and the holders of the notes amended the notes, and the notes are now due within 10 days of a demand notice of the holders. There has been no notice of default or demand issued by any holder. During the three and nine months ended September 30, 2020, the Company received additional tranches of the notes payable for $28,421 and $342,105 discounted at 5%, or $1,421 and $17,106 resulting in net proceeds of $27,000 and $325,000, respectively, of which $27,000 and $285,000, respectively, were received from a related party, Nicholas Gallagher, a shareholder and director of the Company, who also holds the full balance of the notes payable related party described above. During the three and nine months ended September 30, 2019, the Company received additional tranches of notes payable for $318,947 and $603,158, discounted at 5%, or $15,947 and $30,158, resulting in net proceeds of $303,000 and $573,000 for the three and nine months ended September 30, 2019, respectively, of which $303,000 and $509,000 in net proceeds was received from Mr. Gallagher. The notes are due upon demand for the quarters ended September 30, 2019 and 2020; therefore, the discounts and related warrants issued with them were immediately expensed to finance costs. During the three and nine months ended September 30, 2020, the Company incurred cash finders fees related to this debt financing totaling $810 and $9,750, respectively, compared to $9,090 and $54,990 for the three and nine-month periods ended September 20, 2019, and are included in interest expense and finance costs. Interest of $162,671 and $504,457 was expensed during the three and nine months ended September 30, 2020, which is included in interest expense and finance costs on the consolidated statements of operations, compared to $140,419 and $396,286 expensed during the three and nine months ended September 30, 2019, respectively. Total interest of $1,032,853 on notes payable and notes payable related party is accrued at September 30, 2020 and is included in interest payable, and interest payable related party on the consolidated balance sheet. Interest due at September 30, 2020 was not timely paid. Class T warrants have been issued to holders and for finders fees in connection with the note issuances. The warrants have an exercise price of $0.03 and expire on various dates from November 30, 2022 through December 19, 2024. During the nine months ended September 30, 2020, the Company issued no warrants in connection with the notes payable. During the three and nine months ended September 30, 2019, the Company issued 1,808,429 and 3,419,899 warrants in connection with the notes payable, respectively, of which 133,958 and 253,326, respectively, were issued for finders fees. The table below summarizes the total senior secured notes due, the amount received with discount, warrants issued for finders fees and cash expensed for finders fees for all periods related to the senior secured notes payable and senior secured notes payable related party. Tranche Date Note Prior to Discount Balance at December 31, 2018 $ 952,631 Notes Payable Mar. 31, 2019 14,737 Notes Payable June 30, 2019 52,632 Balance at December 31, 2019 $ 1,020,000 Notes Payable Mar. 31, 2020 42,106 Balance at September 30, 2020 $ 1,062,106 Balance at December 31, 2018 $ 2,378,948 Related Party Mar. 31, 2019 74,737 Related Party June 30, 2019 142,105 Related Party Sept. 30, 2019 318,947 Related Party Oct. 31, 2019 52,632 Related Party Dec. 18, 2019 278,947 Balance at December 31, 2019 $ 3,246,316 Related Party Mar. 31, 2020 131,579 Related Party Jun. 30, 2020 140,000 Related Party Sept. 30, 2020 28,421 Balance at September 30, 2020 $ 3,546,316 The fair value of the Class T warrants issued during the nine months ended September 30, 2019, was $46,327 and was calculated on the issue dates using the following assumptions: 9 months ended September 30, 2019 Market price of common stock on date of issuance $0.007 - $0.0275 Risk-free interest rate 1.42% - 2.51% Expected dividend yield 0 Expected term (in years) 5 Expected volatility 154.7% - 172% Effective November 1, 2019, the Company entered into an Amended and Restated Loan, Security, and Intercreditor Agreement (the Amended Agreement) with Mr. Gallagher, in his capacity as agent for and on behalf of the holders of the notes payable. No compensation was paid or accrued for Mr. Gallagher, either in cash or warrants, for his services as agent for other holders. Under the Amended Agreement, for each holder of the notes payable, whether or not a related party: 1. 2. a. b. 3. 4. The Company and Mr. Gallagher agreed that Mr. Gallagher, at his option, has the right to convert outstanding but unpaid and future interest on his loan into stock of the Company at $0.015 per share. In a separate agreement dated September 10, 2020, the Company and holders, agreed to convert $36,813 of unpaid interest into stock of the Company at $0.015 per share. During the nine months ended September 30, 2020, a total of 13,719,248 common shares with a basis of $0.015 per share, were issued to the holders, reducing interest payable by $205,789, of which $168,976 was to Mr. Gallagher. |