Note 6 - Convertible Notes Payable | The following table summarizes outstanding convertible notes as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 2017 Notes, maturing December 2020, currently past due $ 15,000 $ 15,000 June 2019 Notes, maturing March 25, 2020, currently past due 448,888 2,018,889 December 2019 Notes, maturing June 10, 2020 - 560,000 June 2020 Note 1, maturing June 4, 2021 175,000 - June 2020 Note 2, maturing June 24, 2021 129,000 - June 2020 Note 3, maturing June 24, 2021 129,000 - Total 896,888 2,593,889 Less: Debt discount and deferred finance costs on short-term convertible notes (113,222 ) (1,525,906 ) Less: Current convertible notes payable, net of discount (783,666 ) (1,067,983 ) Total long-term convertible notes payable, net $ - $ - In June and July 2019, the Company issued convertible notes to 10 investors with a principal amount of $2,388,889, receiving $1,583,333 in net cash proceeds (the “June 2019 Notes”). The June 2019 Notes had an original issue discount of $238,889, and the Company incurred an interest charge deducted from the gross proceeds of $358,333, based on a 15% stated rate. The total of $597,222 was recorded as debt discount. Additionally, the Company paid $132,848 of financing costs, which were recorded as a reduction of the carrying value of the debt. The deferred financing costs and debt discounts are being amortized using the effective interest method through the maturity of the June 2019 Notes. The June 2019 Notes matured on March 25, 2020 and are convertible into the Company’s common stock at a per share price of $0.35 at any time subsequent to the issuance date. The June 2019 Notes contain a down round feature, whereby any sale of common stock or common stock equivalent at a price per share lower than the conversion price of the June 2019 Notes will result in the conversion price being lowered to the new price. The warrants contain the same down round feature as the notes. As a result of a dilutive issuance during the six months ended June 30, 2020, the exercise price of the remaining notes payable and the warrants is currently $0.18 per share. The convertible debt outstanding as of September 30, 2020 was convertible into 2,493,827 shares of common stock. During the nine months ended September 30, 2020, $1,500,000 of the principal on the June 2019 Notes was converted into 7,142,852 shares of common stock, of which 476,191 were issued by September 30, 2020. On May 19, 2020, the holder of $444,444 of the notes agreed to extend the repayment period to December 31, 2020. There were no other changes to terms of the convertible notes payable, and the amendment was accounted for as a debt modification. In December 2019, the Company issued convertible notes to an institutional investor with a principal amount of $560,000 (the “December 2019 Notes”) with an original issue discount of $56,000 and a maturity date of June 10, 2020. The Company paid $44,000 of deferred finance costs. The Company also issued 186,667 shares of common stock to the lender of the December 2019 Notes as deferred finance costs, valued at $81,200 based on the closing price of the stock at the date of borrowing. This lender also received 933,333 shares of common stock valued at $406,000 as a share lending arrangement, which the company recorded as contra-equity. The shares were returned to the Company when the debt was repaid in full in June 2020, by the maturity date. On June 4, 2020, the Company issued a convertible note to an institutional investor with a principal amount of $175,000 (the “June 2020 Note 1”) bearing interest at 15% with an original issue discount of $17,500 and a maturity date of June 4, 2021. The Company paid $17,100 of deferred finance costs. The Company also issued 116,667 shares of common stock to the lender of the June 2020 Note 1 as deferred finance costs, valued at $23,333 based on the closing price of the stock at the date of borrowing. In May 2020, the Company issued 100,000 shares of common stock to an investment bank that were recorded as a deferred finance costs, valued at $15,000 based on the closing price of the stock at the date of issuances. This lender also received 583,333 shares of common stock valued at $116,667 under a share lending arrangement, which the company recorded as contra-equity. The shares may be returned to the Company if the debt is satisfied in full by the maturity date. If the debt is not repaid by the maturity date or an event of default occurs, the shares are concerned fully earned, and the fair value of the shares will be amortized in full to expense. On June 24, 2020, the Company issued convertible notes to an institutional investor with a principal amount of $129,000 (the “June 2020 Note 2”) bearing interest at 15% with an original issue discount of $12,900 and a maturity date of June 24, 2021. The Company paid $13,500 of deferred finance costs. The Company also issued 86,000 shares of common stock to the lender of the June 2020 Note 2 as deferred finance costs, valued at $17,200 based on the closing price of the stock at the date of borrowing. This lender also received 430,000 shares of common stock valued at $86,000 as a share lending arrangement, which the company recorded as contra-equity. The shares may be returned to the Company if the debt is satisfied in full by the maturity date. If the debt is not repaid by the maturity date or an event of default occurs, the shares are concerned fully earned, and the fair value of the shares will be amortized in full to expense. On June 24, 2020, the Company entered into a convertible note agreement with an institutional investor for a principal amount of $129,000 (the “June 2020 Note 3”) bearing interest at 15% with an original issue discount of $12,900 and a maturity date of June 24, 2021. The proceeds of this loan were received in July 2020. The Company paid $13,500 of deferred finance costs. The Company issued 86,000 shares of common stock to the lender of the June 2020 Note 3 as deferred finance costs, valued at $17,200 based on the closing price of the stock at the date of borrowing. This lender also received 430,000 shares of common stock valued at $86,000 as a share lending arrangement, which the company recorded as contra-equity. The shares may be returned to the Company if the debt is satisfied in full by the maturity date. If the debt is not repaid by the maturity date or an event of default occurs, the shares are concerned fully earned, and the fair value of the shares will be amortized in full to expense. The Company amortized $1,572,817 and $486,458 of debt discount and deferred finance costs to interest expense related to convertible notes payable during the nine months ended September 30, 2020 and 2019, respectively. Accrued interest on notes payable and convertible notes payable was $24,186 and $4,776 as of September 30, 2020 and December 31, 2019, respectively. The Company evaluated the embedded conversion features of the convertible debt instruments and the warrants discussed above and determined that the conversion options and the warrants should be accounted for as derivative liabilities. The fair values of the conversion option and the attached warrants were estimated using a binomial model with the following assumptions: As of September 30, 2020 Conversion Option Warrants Volatility 126.13 % 93.4-101.8 % Dividend Yield 0 % 0 % Risk-free rate 0.11 % 0.16 % Expected term 0.50 years 3-4 years Stock price $ 0.42 $ 0.42 Exercise price $ 0.18 $ 0.18-0.30 Derivative liability fair value $ 662,212 $ 2,950,373 All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820. The table below presents the change in the fair value of the derivative liability during the nine months ended September 30, 2020: Fair value as of December 31, 2019 $ 504,750 Fair value on the date of issuance related to warrants issued 201,208 Extinguishment due to repayment of debt (356,007 ) Extinguishment due to conversion of debt (606,048 ) Loss on change in fair value of derivatives 3,868,682 Fair value as of September 30, 2020 $ 3,612,585 |