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Convertible Note Payable (PIK Notes)
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Convertible Note Payable (PIK Notes)

NOTE 6 – CONVERTIBLE NOTE PAYABLE (PIK NOTES)

 

Convertible Notes Payable

 

During the fourth quarter of 2019, the Company entered into a series of unsecured convertible notes (the “Convertible Notes”). The Convertible Notes have a total principal amount of $420,000. The Convertible Notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each Convertible   Note that increases to 12% per year (the Default Rate”) in the case a default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Convertible Notes on each interest payment date and on the maturity date. Each PIK Payment will be preceded by written notice from the Company to the Convertible Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Convertible Note following such PIK Payment. The Convertible Notes are due on November 6, 2023. The Convertible Notes are convertible into shares of the Company’s common stock with a conversion price of $1.25 per share, subject to adjustment in certain circumstances.

 

During the first quarter of 2020, the Company issued additional Convertible Notes in the aggregate principal amount of $330,000. The notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each   note that increases to 12% per year in the case of the notes entering default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Notes on each interest payment date and on the Maturity Date. Each PIK Payment will be preceded by written notice from the Company to the Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Note following such PIK Payment. The notes are due on November 6, 2023. The notes are convertible into shares of the Company’s common stock with an exercise price of $1.25 per share.

 

The Company has evaluated the terms of the Convertible Notes and determined that there are no derivative features in the Convertible Notes. These Convertible Notes do have a beneficial conversion feature and recorded a total debt discount of $341,204 with $89,204 being recorded in the three months ended March 31, 2020. During the three months ended March 31, 2020 and 2019, the Company amortized $17,943 and $0 of the debt discount, respectively. At March 31, 2020 and December 31, 2019, the Company had an unamortized debt discount of $316,440 and $245,179, respectively.

 

As of March 31, 2020 and December 31, 2019, the Company owes $750,000 and $420,000 on the outstanding Convertible Notes, respectively.

 

Convertible Notes Payable – Related Party

 

During the fourth quarter of 2019, the Company issued Convertible Notes in the aggregate principal amount of $250,000 to related parties. The notes accrue 6% interest per year payable on October 31, 2020 and on the end of each calendar year thereafter, payable by a corresponding increase in the principal amount of each Convertible Note that increases to 12% per year in the case of the notes entering default. The Company will pay (a “PIK Payment”) the interest due by adding such interest (including interest at the Default Rate) to the then-outstanding principal amount of the Notes on each interest payment date and on the Maturity Date. Each PIK Payment will be preceded by written notice from the Company to the Note holder setting forth in reasonable detail the amount of such PIK Payment and the principal amount of the Note following such PIK Payment. The notes are due on November 6, 2023. The notes are convertible into shares of the Company’s common stock with an exercise price of $1.25 per share.

 

The Company has evaluated the terms of the notes and determined that there are no derivative features in the note. The Convertible Notes issued to related parties have a beneficial conversion feature and, accordingly, the Company recorded a debt discount of $150,000. During the three months ended March 31, 2020 and 2019, the Company amortized $9,414 and $0 of the debt discount, respectively, on Convertible Notes issued to related parties. At March 31, 2020 and December 31, 2019, the Company had an unamortized debt discount of $136,037 and $154,451, respectively, on Convertible Notes issued to related parties.

 

As of March 31, 2020 and December 31, 2019, the Company owes $250,000 and $250,000 on the outstanding notes, respectively, held by related parties.