Related Party Transactions | Note 13 – Related Party Transactions VPEG Note On August 21, 2017, the Company entered into a secured convertible original issue discount promissory note issued by the Company to VPEG (the "VPEG Note"). The VPEG Note reflects an original issue discount of $50,000 such that the principal amount of the VPEG Note is $550,000, notwithstanding the fact that the loan was in the amount of $500,000. The VPEG Note did not bear any interest in addition to the original issue discount, matured on September 1, 2017, and was secured by a security interest in all of the Company's assets. On October 11, 2017, the Company and VPEG entered into an amendment to the VPEG Note, pursuant to which the parties agreed (i) to increase the loan amount to $565,000, (ii) to increase the principal amount of the VPEG Note to $621,500, reflecting an original issue discount of $56,500, (iii) to extend the maturity date to November 30, 2017 and (iv) that VPEG will have the option, but not the obligation, to loan the Company up to an additional $250,000 under the VPEG Note. On January 17, 2018, the Company and VPEG entered into a second amendment to the VPEG Note, pursuant to which the parties agreed (i) to extend the maturity date to a date that is five business days following VPEG's written demand for payment on the VPEG Note; (ii) that VPEG will have the option but not the obligation to loan the Company additional amounts under the VPEG Note; and (iii) that, in the event that VPEG exercises its option to convert the note into shares of common stock at any time after the maturity date and prior to payment in full of the principal amount of the VPEG Note, the Company shall issue to VPEG a five year warrant to purchase a number of additional shares of common stock equal to the number of shares issuable upon such conversion, at an exercise price of $1.52 per share. Settlement Agreement On April 10, 2018, the Company and VPEG entered into a settlement agreement and mutual release (the "Settlement Agreement"), pursuant to which VPEG agreed to release and discharge the Company from its obligations under the VPEG Note. Pursuant to the Settlement Agreement, and in consideration and full satisfaction of the outstanding indebtedness of $1,410,200 under the VPEG Note, the Company issued to VPEG 1,880,267 shares of its common stock and a five-year warrant to purchase 1,880,267 shares of its common stock at an exercise price of $0.75 per share, to be reduced to the extent the actual price per share in the Proposed Private Placement is less than $0.75. The Company recorded share based compensation of $11,281,602 in connection with the Settlement Agreement. On April 10, 2018, in connection with the Settlement Agreement, the Company and VPEG entered into a loan Agreement (the "New Debt Agreement"), pursuant to which VPEG may, at is discretion, loan to the Company up to $2,000,000 under a secured convertible original issue discount promissory note (the "New VPEG Note"). Any loan made pursuant to the New VPEG Note will reflect a 10% original issue discount, will not bear interest in addition to the original issue discount, will be secured by a security interest in all of the Company's assets, and at the option of VPEG will be convertible into shares of the Company's common stock at a conversion price equal to $0.75 per share or, such lower price as shares of Common Stock are sold to investors in the Proposed Private Placement. The balance of the New VPEG Note was $1,115,400 as of December 31, 2018 and $1,978,900 as of December 31, 2019. On October 30, 2020, the Company and VPEG amended the New Debt Agreement. See Note 8, Notes Payable Subsequent Events VPEG Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "VPEG Settlement Agreement") with VPEG, pursuant to which all obligations of the Company to VPEG to repay indebtedness for borrowed money (other than the VPEG Note), which totaled approximately $873,409.64, was converted into approximately 110,000 shares of Series C Preferred Stock. Pursuant to the VPEG Settlement Agreement, the 12% unsecured six-month promissory note was repaid in full and terminated, but VPEG retained the common stock purchase warrant. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 940,272 shares of common stock. Navitus Energy Corp Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "Navitus Settlement Agreement") with Dr. Ronald Zamber and Mr. Greg Johnson, an affiliate of Navitus Energy Group ("Navius"), pursuant to which all obligations of the Company to Dr. Zamber and Mr. Johnson to repay indebtedness for borrowed money, which totaled approximately $520,800, was converted into approximately 65,591 shares of Series C Preferred Stock, approximately 46,700 shares of which were issued to Dr. Zamber and approximately 18,891 shares of which were issued to Mr. Johnson. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 342,633 shares of common stock, with 243,948 shares issued to Dr. Zamber and 98,685 shares issued to Mr. Johnson. Insider Settlement Agreement On August 21, 2017, the Company entered into a settlement agreement and mutual release (the "Insider Settlement Agreement") with Dr. Ronald Zamber and Mrs. Kim Rubin Hill, the wife of Kenneth Hill, the Company's Chief Executive Officer and Chief Financial Officer, pursuant to which all obligations of the Company to Dr. Zamber and Mrs. Hill to repay indebtedness for borrowed money, which totaled approximately $35,000, was converted into approximately 4,408 shares of Series C Preferred Stock, approximately 1,889 shares of which were issued to Dr. Zamber and approximately 2,519 shares of which were issued to Mrs. Hill. On January 24, 2018, these shares of Series C Preferred Stock were automatically converted into 23,027 shares of common stock, with 9,869 shares issued to Dr. Zamber and 13,158 shares issued to Mrs. Hill. Transaction Agreement On August 21, 2017, the Company entered into a transaction agreement (the "Transaction Agreement") with Armacor Victory Ventures, LLC, a Delaware limited liability company ("AVV"), pursuant to which AVV (i) granted to the Company a worldwide, perpetual, royalty free, fully paid up and exclusive sublicense to all of AVV's owned and licensed intellectual property for use in the Oilfield Services industry, except for a tubular solutions company headquartered in France, and (ii) agreed to contribute to the Company $5,000,000 (the "Cash Contribution"), in exchange for which the Company issued 800,000 shares of its newly designated Series B Convertible Preferred Stock. To date, AVV has contributed a total of $255,000 to the Company. In connection with the Transaction Agreement, on August 21, 2017 the Company entered into (i) an exclusive sublicense agreement with AVV, or the AVV Sublicense, pursuant to which AVV granted the License to the Company, and (ii) a trademark license agreement, or the Trademark License, with Liquidmetal Coatings Enterprises, LLC ("LMCE"), an affiliate of AVV, pursuant to which LMCE granted a license for the Liquidmetal® Coatings Products and Armacor® trademarks and service marks to the Company in accordance with a mutually agreeable supply agreement. See Note 17, Subsequent Events McCall Settlement Agreement On August 21, 2017, in connection with the Transaction Agreement, the Company entered into a settlement agreement and mutual release with David McCall, the former general counsel and former director of Victory (the "McCall Settlement Agreement"), pursuant to which all obligations of the Company to David McCall to repay indebtedness related to payment for legal services rendered by David McCall, which totaled $380,323 including accrued interest, was converted into 20,000 shares of the Company's newly designated Series D Preferred Stock. During the twelve months ended December 31, 2017, the Company did not redeem any shares of Series D Preferred Stock. During the twelve months ended December 31, 2018, the Company redeemed 16,666 shares of Series D Preferred Stock for cash payments of $316,942. Supplementary Agreement On April 10, 2018, the Company and AVV entered into a supplementary agreement (the "Supplementary Agreement") to address breaches or potential breaches under the Transaction Agreement, including AVV's failure to contribute the full amount of the Cash Contribution. Pursuant to the Supplementary Agreement, the Series B Convertible Preferred Stock issued under the Transaction Agreement was canceled and, in lieu thereof, the Company issued to AVV 20,000,000 shares of its common stock (the "AVV Shares"). The Supplementary Agreement contains certain covenants by AVV, including a covenant that AVV will use its best efforts to help facilitate approval of a proposed $7 million private placement of the Company's common stock at a price per share of $0.75, which will include 50% warrant coverage at an exercise price of $0.75 per share (the "Proposed Private Placement"), and that AVV will invest a minimum of $500,000 in the Proposed Private Placement. On April 23, 2018, the Company filed a Certificate of Withdrawal with the Nevada Secretary of State to withdraw the designation of the Series B Convertible Preferred Stock and return such shares to undesignated preferred stock of the Company. Consulting Fees During the twelve months ended December 31, 2019 and 2018, the Company paid $76,500 and $105,030, respectively, in consulting fees to Kevin DeLeon, a director of the Company and, effective April 23, 2019, its Interim Chief Executive Officer. |