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NOTE 8 - CONVERTIBLE LOANS
6 Months Ended
Jun. 30, 2019
Notes  
NOTE 8 - CONVERTIBLE LOANS

NOTE 8 - CONVERTIBLE LOANS

 

At June 30, 2019 and December 31, 2018, convertible loans consisted of the following:

 

 

 

 

June 30,

 

December 31,

 

 

2019

 

2018

Promissory notes – Issued in fiscal year 2018, with variable conversion features

 

$

-

 

$

221,901

Promissory notes – Issued in fiscal year 2019, with variable conversion features

 

 

1,166,000

 

 

-

Total convertible notes payable

 

 

1,166,000

 

 

221,901

Less: Unamortized debt discount

 

 

(655,755)

 

 

(158,696)

Total convertible notes

 

 

510,245

 

 

63,205

 

 

 

 

 

 

 

Less: current portion of convertible notes

 

 

508,876

 

 

63,205

Long-term convertible notes

 

$

1,369

 

$

-

 

During the six months ended June 30, 2019 and 2018, the Company recognized amortization of discount, included in interest expense, of $523,941 and $0, respectively.

 

During the six months ended June 30, 2019 and 2018, the Company repaid notes of $221,901 and $0 and accrued interest including the prepayment penalty of $120,006 and $0, respectively.

 

Conversion

 

During the six months ended June 30, 2019, the Company converted notes with principal amounts of $5,000 into 76,335 shares of common stock. The corresponding derivative liability at the date of conversion of $181,326 was settled through additional paid in capital.

 

Promissory Notes - Issued in fiscal year 2018

 

During the year ended December 31, 2018, the Company issued a total of $213,750 in notes with the following terms:

 

·        Terms ranging from 9 months to 12 months.  

·        Annual interest rates ranging from of 10% to 12%.  

·        Convertible at the option of the holders at issuance.  

·        Conversion prices are typically based on the discounted (50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.  

 

Certain notes allow the Company to redeem the notes at rates ranging from 130% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the notes include financing costs totaling $12,250 and the Company received cash of $201,500.

 

Promissory Notes - Issued in fiscal year 2019

 

During the six months ended June 30, 2019, the Company issued a total of $1,171,000 in notes with the following terms:

 

·        Terms ranging from 6 months to 3 years.  

·        Annual interest rates ranging from of 8% to 12%.  

·        Convertible at the option of the holders at issuance or 180 days from issuance.  

·        Conversion prices are typically based on the discounted (39% or 50% discount) lowest trading prices of the Company’s shares during various periods prior to conversion.  

 

The convertible notes were also provided with a total of 376,931 common shares and warrant to purchase up to 92,000 shares of common stock at exercise price of $2.5 per share for 3 years.

 

Certain notes allow the Company to redeem the notes at rates ranging from 117% to 150% depending on the redemption date provided that no redemption is allowed after the 180th day. Likewise, the notes include financing costs totaling $122,500 and the Company received cash of $1,048,500.

 

Derivative liabilities

 

The Company determined that the conversion option in the note and the exercise feature of the warrants met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock. The Company will bifurcate the embedded conversion option in the note once the note becomes convertible and account for it as a derivative liability.

 

The Company valued the conversion features using the Black Scholes valuation model. The fair value of the derivative liability for all the note that became convertible for the year ended December 31, 2018 amounted to $896,593. $201,500 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $695,093 was recognized as a “day 1” derivative loss.

 

The Company valued the conversion features of convertible notes and warrant using the Black Scholes valuation model. The fair value of the derivative liability for all the note and warrant that became convertible for the six months ended June 30, 2019 amounted to $2,583,990. $403,800 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $2,180,190 was recognized as a “day 1” derivative loss.

 

Warrants

 

A summary of activity during the six months ended June 30, 2019 follows:

 

 

 

Warrants Outstanding

 

 

 

Weighted

Average

 

Shares

 

Exercise Price

 

 

 

 

Outstanding, December 31, 2018

-

 

$

-

Granted

92,000

 

 

2.50

Exercised

-

 

 

-

Forfeited/canceled

-

 

 

-

Outstanding, June 30, 2019

92,000

 

$

2.50

 

The following table summarizes information relating to outstanding and exercisable warrants as of June 30, 2019:

 

Warrants Outstanding

 

Warrants Exercisable

Number of

Shares

 

Weighted Average

Remaining

Contractual life (in years)

 

Weighted

Average

Exercise

Price

 

Number

of

Shares

 

Weighted

 Average

Exercise

Price

 

92,000

 

3.40

 

$

                2.50

 

92,000

 

$

                2.50