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Related Party Transactions
6 Months Ended
Jun. 30, 2020
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

 

On July 30, 2018, pursuant to the terms of the Amendment, the Company issued to Mr. John Herzog, a significant stockholder of the Company a subordinated promissory note in the principal amount of $1,000,000 (the "Note") for cash proceeds of $1,000,000. The Note initially matured on March 31, 2019 (though the Company had the right to prepay the Note, in whole or in part, at any time prior to maturity) and bears interest at a rate of 12% per annum, compounding annually. The Note is subordinated to the Credit Agreement. The Company used the proceeds received to make the initial payment under the Credit Agreement.

 

On November 14, 2018, the Company issued to John Herzog, a subordinated promissory note in the principal amount of $2,000,000 for cash proceeds of $2,000,000.

 

On March 1, 2019, the Company entered into Amendment No. 1 to Subordinated Promissory Note (the "Subordinated Note Amendment") with Mr. Herzog. The purpose of the Subordinated Note Amendment was to amend that certain subordinated promissory note issued on July 26, 2018 in the principal amount of $1,000,000 to reflect an increase in the amount of principal due under the note from $1,000,000 to $3,000,000 reflecting a payment made by the payee to the Company of $2,000,000 on November 14, 2018 (the proceeds of which were used by the Company to make a second required payment under the Credit Agreement) and to extend the maturity date of the Note from March 31, 2019 to September 30, 2020. On June 25, 2019, the Company entered into Amendment No. 2 to the subordinated promissory note with Mr. Herzog. The purpose of the amendment was to amend the maturity date of such subordinated promissory note such that it will be extended until September 30, 2022.

 

Total interest expense on the two loans from Mr. Herzog for the three and six months ended June 30, 2019 was $88,753 and $178,521, respectively.

 

Total interest expense on the loans from Mr. Herzog for the three and six months ended June 30, 2020 was $89,753 and $179,506, respectively. Total accrued interest as of June 30, 2020 and December 31, 2019 was $582,355 and $402,849, respectively.

 

On May 13, 2020, Mr. Herzog agreed to convert, concurrently with the public offering of the Company's securities, $3,522,191 in principal amount of indebtedness (plus any additional accrued interest and other fees thereon that accrues prior to the offering) into shares of convertible Series A Preferred Stock to be designated concurrently with the offering. On July 24, 2020, the terms of such conversion were amended such that Mr. Herzog agreed to convert such an aggregate of $3,582,355 of indebtedness and accrued interest into Series A Preferred Stock and warrants to purchase common stock at an exercise price determined by the public offering ("Conversion Warrants"), which Series A Preferred Stock and conversion warrants would be issued concurrently with the closing of the public offering. The Company has determined Mr. Herzog's debt is being extinguished in order to protect his equity investment in the Company. Mr. Herzog is considered a principal owner with 10.3% of voting interests of the Company prior a conversion. The Company believes the equity investment in the Company is significant and indicates that Mr. Herzog entered into the exchange to protect his equity investment. In accordance with ASC 470-50-40-2, an extinguishment transaction between related entities may be capital transactions. If the extinguishment accounting is applied, any gain or loss that results should be reflected in equity. As a result, we believe the extinguishment did not and will not have any impact to the Company's future financial statements.

 

As of June 30, 2020 and December 31, 2019, the Company has total accrued compensation due to Mr. Yakov of $568,027 and $568,027, respectively, and advances to be repaid to Mr. Yakov of $17,684 and $17,684, respectively.

 

Mr. Yakov, CEO has loaned funds to the Company for working capital purposes. As of June 30, 2020 and December 31, 2019 the balance on these loans is $386,467 and $386,467, respectively. The loans are unsecured, bear interest at 12% and are due on demand. As of June 30, 2020 and December 31, 2019 there is $45,394 and $22,279 of interest accrued, respectively, on these loans. Interest expense for the three months ended June 30, 2020 and 2019 was $11,563 and $3,753, respectively. Interest expense for the six months ended June 30, 2020 and 2019 was $23,125 and $4,937, respectively.

 

On May 13, 2020, Mr. Yakov agreed to convert, concurrently with the public offering of the Company's securities, $1,011,016 in principal amount of indebtedness and accrued interest, which includes deferred salary and unreimbursed expenses, most of which was outstanding for more than one year, (plus any additional accrued interest and other fees thereon that accrues prior to the offering), into shares of convertible Series A Preferred Stock to be designated concurrently with the offering. On July 24, 2020, the terms of such conversion were amended such that Mr. Yakov agreed to convert an aggregate of $1,017,573 of accrued salary, indebtedness and accrued interest into Series A Preferred Stock and Conversion Warrants, which Series A Preferred Stock and conversion warrants would be issued concurrently with the closing of the offering.  In accordance with ASC 470-50-40-2, an extinguishment transaction between related entities may be a capital transaction. If the extinguishment accounting is applied, any gain or loss that results will be reflected in equity. As a result, we believe the extinguishment did not and will not have any impact to the Company's future financial statements and further disclosures related to ASC 855-10-50-2 is not necessary.