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Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

NOTE 15. SUBSEQUENT EVENTS

On August 5, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several accredited investors (the “Investors”) providing for the purchase and issuance of the following securities for a price of $2,500,000:

	(i)	Issuance of 8% Senior Secured Convertible Promissory Notes due August 4, 2020 (the “Notes”) with a principal face amount of $2,777,779, which Notes are, subject to certain conditions, convertible into 1,984,127 shares of the Company’s common stock (the “Common Stock”), at a price per share of $1.40. Monthly amortization of principal and interest commence on November 5, 2019 subject to prior conversion of shares;

	(ii)	Issuance of five-year warrants to purchase an aggregate of 571,428 shares of Common Stock at an exercise price of $1.8125, subject to customary adjustments thereunder (the “Warrants”), which Warrants are immediately exercisable upon issuance and on a cashless basis if the Warrants have not been registered 180 days after the date of issuance; and

	(iii)	Issuance of 89,285 shares of Common Stock which was equal to 5% of the aggregate purchase price of the Notes, with an aggregate value of $125,000,

	(iv)	The Investors are purchasing the foregoing securities for an aggregate purchase price of $2,500,000.

The Company issued to the Investors, an aggregate of $1,153,320 in principal amount of Notes, the shares of common stock issuable from time to time upon conversion of such Registered Notes and all of the 89,285 Commitment Shares were issued to the Investors in a registered direct offering and registered under the Securities Act of 1933. Approximately $1,153,320 of the Notes will be issued pursuant to an effective shelf registration statement.

The Company issued to the Investors in a concurrent private placement pursuant to an exemption from the registration requirements of the Securities Act, the remaining aggregate of $1,624,457.78 in principal amount of other Notes, the shares of Common Stock issuable from time to time upon conversion of such other Notes, the Warrants and the Warrant Shares.

In connection with the Purchase Agreement, the Company and certain of its subsidiaries entered into a security agreement, dated as of August 5, 2019, with the Investors, pursuant to which the Company and its subsidiary granted to the Investors a security interest in, among other items, the Company and its subsidiaries’ accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds, as set forth in the Security Agreement. In addition, pursuant to an Intellectual Property Security Agreement, dated as of August 5, 2019, the Company granted to the Investors a continuing security interest in all of the Company’s right, title and interest in, to and under certain of the Company’s trademarks, copyrights and patents. In addition, certain of the Company’s subsidiary jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay the Notes pursuant to a subsidiary guarantee.