| Related Party Convertible Notes Payable |
NOTE 7 – RELATED PARTY CONVERTIBLE NOTES
PAYABLE
Related party convertible notes
payable consisted of the following as of:
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March 31, 2020 |
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December 31, 2019 |
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(Unaudited) |
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| Convertible note 2019-02. On July 19, 2019, the Company issued a convertible note payable in the amount $815,217, with an original issue discount of $65,217 in exchange for $750,000. This note accrues interest at 8% per annum and matures on June 30, 2020. This note and accrued interest may convert into shares of common stock at the conversion price then in effect (initially $24 per share, subject to adjustment) any time at the holder’s option or automatically upon a qualified financing of at least $5 million at the lower of the conversion price then in effect or a 25% discount to the offering price. The conversion price is subject to adjustment upon the issuance of the Company’s common stock or securities convertible into common stock at a price per share less than the then prevailing conversion price, other than specified exempt issuances; accordingly, the adjusted conversion price was equal to $4.27 per share as of March 31, 2020 and $14 per share as of December 31, 2019. A beneficial conversion feature was recognized as a result of the conversion price upon issuance and adjustment being less than fair market value. This note was also issued with a detachable warrant to purchase 7,500 shares of stock at $24 per share, which is subject to adjustment in accordance with any adjustment to the conversion price of this note; accordingly, the adjusted exercise price was equal to $4.27 per share as of March 31, 2020 and $14 per share as of December 31, 2019. The valuation of the conversion feature and detachable warrant and intrinsic value of the beneficial conversion feature resulted in the recognition of discounts on this note equal to $234,300 and $582,533 as of March 31, 2020 and December 31, 2019, respectively, wherein the difference was due to the revaluation of such features upon adjustment of the conversion price. This note requires monthly interest payments. |
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$ |
815,217 |
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$ |
815,217 |
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| Convertible note 2019-07. On October 16, 2019, the Company issued a convertible note payable in the amount $217,391, with an original issue discount of $17,391 in exchange for $200,000. This note accrues interest at 8% per annum and matures on June 30, 2020. This note and accrued interest may convert into shares of common stock at the conversion price then in effect (initially $24 per share, subject to adjustment) any time at the holder’s option or automatically upon a qualified financing of at least $5 million at the lower of the conversion price then in effect or a 25% discount to the offering price. The conversion price is subject to adjustment upon the issuance of the Company’s common stock or securities convertible into common stock at a price per share less than the then prevailing conversion price, other than specified exempt issuances; accordingly, the adjusted conversion price was equal to $4.27 per share as of March 31, 2020 and $14 per share as of December 31, 2019. A beneficial conversion feature was recognized as a result of the conversion price upon adjustment being less than fair market value. This note was also issued with a detachable warrant to purchase 2,000 shares of stock at $24 per share, which is subject to adjustment in accordance with any adjustment to the conversion price of this note; accordingly, the adjusted conversion price was equal to $4.27 per share as of March 31, 2020 and $14 per share as of December 31, 2019. The valuation of the conversion feature and detachable warrant and intrinsic value of the beneficial conversion feature resulted in the recognition of discounts on this note equal to $63,060 and $110,783 as of March 31, 2020 and December 31, 2019, respectively, wherein the difference was due to the revaluation of such features upon adjustment of the conversion price. This note requires monthly interest payments. |
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217,391 |
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217,391 |
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| Officer convertible note. On November 15, 2019, the Company issued a convertible note payable in the amount $100,000. This note accrues interest at 14% per annum and matures on June 30, 2020. This note and accrued interest may convert into shares of common stock at the conversion price of $20 per share. This note requires monthly interest payments. |
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100,000 |
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100,000 |
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| Total notes payable |
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1,132,608 |
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1,132,608 |
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| Less original issue discounts |
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(82,608 |
) |
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(82,608 |
) |
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| Related party convertible notes payable, net |
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1,050,000 |
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1,050,000 |
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| Less discounts for conversion rights, beneficial conversion features, and detachable warrants |
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(297,360 |
) |
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(693,316 |
) |
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| Plus amortization of discounts |
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148,580 |
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295,037 |
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| Total convertible notes payable, net |
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$ |
901,220 |
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$ |
651,721 |
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Discounts
Total discounts (original issue
discounts plus discounts for conversion rights, beneficial conversion features, and detachable warrants) of $379,968 are amortized
using the interest method, which resulted in amortization recorded as interest expense of $112,446 for the three-months ended March
31, 2020, with total accumulated amortization equal to $148,580 as of March 31, 2020.
In February 2020, the Company adjusted
the conversion price of certain related party convertible notes payable in accordance with their terms, which triggered modification
accounting and resulted in a gain on these convertible notes of $258,903.
Interest expense
The Company incurred interest charges
of $24,020 during the three-months ended March 31, 2020 on these related party convertible notes payable. The aggregate amount
of accrued and unpaid interest on these related party convertible notes payable was $8,183 as of March 31, 2020.
Maturities
Future maturities of notes payable
are as follows as of March 31:
| 2020 |
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$ |
1,132,608 |
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$ |
1,132,608 |
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