Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.8.0.1
Subsequent Events
3 Months Ended
Mar. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events

  8) Subsequent Events

 

On May 14, 2018, we entered into letter agreements with 22 investors (each a “Debenture Holder” and together the “Debenture Holders”) holding convertible debentures (collectively the “Debentures”) and warrants to purchase common stock (the “Debenture Warrants”) whereby the Debenture Holders agreed to convert a total of $6,390,634 in principal and original issue discount due them under the Debentures into 2,557 shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share. The Debenture Holders were also: (a) issued amended Debenture Warrants such that the exercise price will be $3.50 per share; and (b) issued a new warrant with an exercise price of $3.50 per share to purchase such number of shares of common stock as equal 100% of the number of shares of common stock issuable upon conversion of the Series AA Convertible Preferred Stock shares received as a result of the Debenture conversions. The Debenture Holders also agreed to waive any and all defaults or events of default by the Company with respect to any failure by the Company to comply with any covenants contained in the Debentures.

 

On May 14, 2018, we received a one-year, non-convertible loan of $50,000 from a private investor.

 

On May 2, 2018, the Company entered into a Securities Purchase Agreement with an existing shareholder pursuant to which the Company sold an aggregate of 100 units for an aggregate Purchase Price of $250,000. The units purchased consists of shares of Series AA Convertible Preferred Stock. We issued to the shareholder a new warrant to purchase 100,000 shares of common stock with an exercise price of $3.50 per share.

 

On April 2, 2018 and May 14, 2018, we paid approximately $112,500 toward the outstanding balance on our September 12, 2017 9-month, non-convertible loan of $225,000.

 

On May 11, 2018 we signed a Merchant Agreement with a lender. Under the agreement we received $180,000, of which approximately $82,000 was used to pay off the outstanding balance on a previous loan dated December 7, 2017 from this lender, in exchange for rights to all customer receipts until the lender is paid $243,000, which is collected at the rate of $1,518.75 per business day. The $63,000 imputed interest will be recorded as interest expense when paid each day. Fees of $2,600 were deducted from the initial advance. The payments were secured by second position rights to all customer receipts until the loan has been paid in full. We accounted for the Merchant Agreement as a loan under ASC 860 because while we provided rights to current and future receipts, we still had control over the receipts.

 

On May 11, 2018, we received a 5% one-year, convertible loan of $161,250 from an accredited investor. The note is convertible on issuance date at $7.50 per share and after 180 days to be 60% of the lowest trading price for the common stock during the 15 trading day period prior to conversion. The loan includes an original discount of $11,250 and $10,000 in fees.

 

On May 9, 2018, we received a 10% six-month, convertible loan of $250,000 from an accredited investor. The loan includes total costs of $37,500 representing guaranteed interest, an original issue discount and legal fees. The loan can be converted at any time into common stock at a conversion price of $7.50. We agreed to issue the investor 8,000 shares of restricted common stock with a fair value of $26,466 recorded as a debt discount to be amortized over the six-month term.

 

On May 7, 2018, we paid off the entire outstanding balance on our October 27, 2017 5% one-year, convertible loan of $170,000.

 

On April 30, 2018, we paid off the entire outstanding balance on our October 20, 2017 5% one-year, convertible loan of $150,000.

 

On April 25, 2018, we received a 6% one-year, convertible loan of $130,000 from an accredited investor. The note is convertible on issuance date at $7.50 per share and after 180 days to be 60% of the lowest trading price for the common stock during the 15 trading day period prior to conversion. The loan includes $6,500 in fees.

 

On April 25, 2018, we received a 4% one-year, convertible loan of $105,000 from an accredited investor. The note is convertible on issuance date at $7.50 per share and after 180 days to be 60% of the lowest trading price for the common stock during the 20-trading day period prior to conversion. The loan includes $5,000 in fees. We agreed to issue the investor 1,200 shares of restricted common stock.

 

On April 25, 2018, we received another 4% one-year, convertible loan of $105,000 from an accredited investor. The note is convertible on issuance date at $7.50 per share and after 180 days to be 60% of the lowest trading price for the common stock during the 20-trading day period prior to conversion. The loan includes $5,000 in fees. We agreed to issue the investor 1,200 shares of restricted common stock.

 

On April 23, 2018, we received a 12% nine-month, convertible loan of $103,000 from an accredited investor. The proceeds were used to pay off the outstanding balance of $103,000 on a previous loan dated October 25, 2017 from this lender. The loan can be converted into common stock after 180 calendar days at a discount of 42% of the average of the lowest two trading prices for the common stock during the 15-trading day period prior to conversion. The loan includes $3,000 in fees.

 

On April 23, 2018, we received a 12% one-year, convertible loan of $77,000 from an accredited investor. The loan can be converted into common stock after 180 days at a conversion price of $7.50. The loan includes $2,000 in fees.

 

On April 23, 2018, we received a 5% one-year, convertible loan of $65,000 from an accredited investor. The loan can be converted into common stock after 180 calendar days at 60% of the lowest trading price for the common stock during the 20-trading day period prior to conversion. The loan includes an original discount of $6,500 and $2,000 in fees.

 

On April 12, 2018, we paid off the December 6, 2017 convertible loan of $100,000. The accredited investor also received $5,000 for the one-month extension to April 5, 2018.

 

On April 12, 2018, we received a 15% six-month, convertible loan of $100,000 from an accredited investor. The loan includes total costs of $24,000 representing guaranteed interest, an original issue discount and legal fees. The loan can be converted at any time into common stock at a conversion price of $7.50. We agreed to issue the investor 2,000 shares of restricted common stock with a fair value of $7,218 recorded as a debt discount to be amortized over the six-month term.

 

On April 11, 2018 we signed a Merchant Agreement with a lender. Under the agreement we received $140,000 in exchange for rights to all customer receipts until the lender is paid $187,600, which is collected at the rate of $1,275 per business day. The $47,600 imputed interest will be recorded as interest expense when paid each day. The payments were secured by second position rights to all customer receipts until the loan has been paid in full. We accounted for the Merchant Agreement as a loan under ASC 860 because while we provided rights to current and future receipts, we still had control over the receipts.

 

On April 10, 2018, we received a one-year, non-convertible loan of $10,000 from a private investor.

 

On April 2, 2018, we issued 1,150 shares of restricted common stock with a fair value of $5,183 to the lender in connection with the March 12, 2018 5% one-year, convertible loan of $85,000. The fair value of the stock was recorded as a debt discount to be amortized over the one-year term.