NOTE 6 – NOTES PAYABLE AND NOTES PAYABLE - RELATED PARTIES

At September 30, 2019 and December 31, 2018, notes payable consisted of the following categories:

	September 30, 2019		December 31, 2018
Notes payable	$	28,783	$	328,783
Notes payable, convertible		—		25,000
Notes payable, related parties		40,000		926,475
Notes payable, related parties, convertible		—		1,327,450
Total	$	68,783	$	2,607,708

Notes Payable

Notes payable consisted of two unsecured notes. The first note payable in the amount of $28,783 as of September 30, 2019 and December 31, 2018, respectively, is to a former shareholder with a due date of January 2012, together with accrued interest at 5% APR and interest on overdue principal accruing at 10% APR. The second note payable in the amount of $0 as of September 30, 2019 and $300,000 as of December 31, 2018 was to a shareholder with a due date of August 1, 2015, together with accrued interest at 10% APR. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the note a total of 324,262 shares of the Company’s Series RX-1 preferred stock in exchange for the $300,000 of debt owed, inclusive of accrued interest (total $458,729). See Note 10.

At September 30, 2019, the Company was in default for the unsecured note payable in the amount of $28,783 and all related accrued interest.

Notes Payable, Convertible

Notes payable, convertible consisted of one note payable in the amount of $0 as of September 30, 2019 and $25,000 as of December 31, 2018 to an investor with a due date of January 20, 2018, together with accrued interest at 10% APR and was convertible at $0.01 per share of common stock. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the note a total of 26,568 shares of the Company’s Series RX-1 preferred stock in exchange for the $25,000 of debt owed, inclusive of accrued interest (total $34,952). See Note 10.

Notes Payable, Related Parties

Notes payable, related parties consisted of the following:

		September 30, 2019		December 31, 2018
Note payable to the Company’s general counsel (also a principal shareholder), due November 10, 2017.	(a)	$	—	$	7,000

Note payable to an independent contractor (also a minority shareholder), which note payable was due December 3, 2017.	(b)		10,000		10,000

Note payable to an independent contractor (also a minority shareholder), which note payable was due December 20, 2017.	(c)		10,000		10,000

Note payable to an independent contractor (also a minority shareholder), which note payable was due March 16, 2018.	(d)		10,000		10,000

Note payable to an independent contractor (also a minority shareholder), which note payable was due June 22, 2018.	(e)		10,000		10,000

Two notes payable ($150,000 and $120,000) each to the Company’s general counsel (also a principal shareholder), due on demand together with accrued interest at 4.5% APR.	(f)		—		270,000

Note payable to the Company’s general counsel (also a principal shareholder), due on demand together with accrued interest at 12% APR.	(g)		—		10,000

Two notes payable ($349,329 and $87,532) each to the Company’s president and chief executive officer (also a principal shareholder), due on demand together with accrued interest at 4.5% APR.	(h)		—		436,861

Two notes payable ($134,604 and $28,010) each to the Company’s controller (also a shareholder), due on demand together with accrued interest at 4.5% APR.	(i)		—		162,614

Total		$	40,000	$	926,475

At September 30, 2019, the Company was in default with the contractual payment terms with the unsecured term note payables (b), (c), (d) and (e) to an independent contractor, also a minority shareholder.

Notes (a) and (g) reflect debt investments made by the Company’s general counsel, who is also a principal shareholder, to the Company. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the notes a total of 17,759 shares of the Company’s Series RX-1 preferred stock in exchange for the $7,000 and $10,000 notes payable, inclusive of accrued interest (total $21,137). See Note 10.

Note (f) reflects two unsecured notes payable for payment obligations owed to the Company’s general counsel, who is also a principal shareholder, for legal services incurred by the Company for the years ended December 31, 2015 and 2014. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the notes a warrant for a total of 110,416 shares of the Company’s Series RX-3 preferred stock in exchange for the $270,000 of debt owed, inclusive of accrued interest (total $324,856). See Note 10.

Note (h) reflects two unsecured notes payable for amounts due to the Company’s president and chief executive officer, who is also a principal shareholder, for previously accrued base salary. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the notes a warrant for a total of 170,009 shares of the Company’s Series RX-3 preferred stock in exchange for the $436,861 of debt owed, inclusive of accrued interest (total $489,566). See Note 10.

Note (i) reflects two unsecured notes payable for amounts due to the Company’s controller, who is also a shareholder, for previously accrued base salary. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the notes a warrant for a total of 63,291 shares of the Company’s Series RX-3 preferred stock in exchange for the $162,614 of debt owed, inclusive of accrued interest (total $182,413). See Note 10.

On December 24, 2018, and in connection with the Company’s acquisition of Advanced Cement Sciences LLC, each holder of notes (f), (h) and (i) agreed to relinquish their previous respective rights of conversion on the Company promissory notes held by them.

Notes Payable, Related Parties, Convertible

Notes payable, related parties, convertible consisted of the following:

		September 30, 2019		December 31, 2018
Note payable to a company controlled by an outside director (also a principal shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01 per share of common stock.	(a)	$	—	$	60,000

Three notes payable ($30,000, $55,500 and $28,500) each to an outside director (also a principal shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.01, $0.007 and $0.015, respectively, per share of common stock.	(b)		—		114,000

Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due November 13, 2018 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.	(c)		—		100,000

Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due March 4, 2017 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.	(d)		—		50,000

Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due March 18, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.	(e)		—		100,000

Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due May 12, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.	(f)		—		50,000

Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due June 7, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.	(g)		—		200,000


Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due July 28, 2019 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.	(h)		—		300,000

Two notes payable ($20,500 and $9,500) each to an outside director (also a minority shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 and $0.015, respectively, per share of common stock.	(i)		—		30,000

Note payable to the Company’s former vice president of research and development (also a minority shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.007 per share of common stock.	(j)		—		49,000

Note payable to an independent contractor (also a minority shareholder), due on demand together with interest at 4.5% APR, and convertible at $0.007 per share of common stock.	(k)		—		25,700

Note payable in the name of a son of an outside director (also a principal shareholder), due on demand together with accrued interest at 4.5% APR, and convertible at $0.05 per share of common stock.	(l)		—		20,000

Two notes payable ($81,250 and $77,500) each to an independent contractor (also a minority shareholder), due on demand together with interest at 4.5% APR, and convertible at $0.01 per share of common stock.	(m)		—		158,750

Note payable to an investor (also a minority shareholder), due on demand together with interest at 10% APR, and convertible at $0.01 per share of common stock.	(n)		—		20,000

Note payable to a related party investor (by virtue of shareholding percentage, both actual and on an as-converted basis), due June 15, 2018 together with accrued interest at 10% APR, and convertible at $0.01 per share of common stock.	(o)		—		50,000

Total		$	—	$	1,327,450

Notes (a), (b) and (l) reflect amounts due to a single outside director of the Company, who also is a principal shareholder, based on such director having (i) made certain vendor obligation payments directly on behalf of and for the benefit of the Company, (ii) having advanced certain funds to the Company at various dates for general working capital purposes, and (iii) having accrued director’s fees earned through June 30, 2017. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of note (a) a total of 65,396 shares of the Company’s Series RX-1 preferred stock in exchange for $60,000 of debt owed, inclusive of accrued interest (total $73,560). The Company also issued the holder of note (b) a total of 32,367 shares of the Company’s Series RX-1 preferred stock and a warrant for the total of 187,396 shares of the Company’s Series RX-2 preferred stock in exchange for the cumulative $114,000 of debt owed, inclusive of accrued interest (total $130,281). In addition, the Company has recorded accounts payable, related parties, in the amount of $18,426 to the holder of notes (a), (b), and (l). See Note 10.

Notes (c), (e) through (h) and (o) reflect amounts due to a certain related party investor and principal shareholder for convertible debt investments made from time to time as indicated. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the notes a total of 822,639 shares of the Company’s Series RX-1 preferred stock in exchange for the cumulative $800,000 of debt owed, inclusive of accrued interest (total $1,070,974). See Note 10.

Note (d) reflects an amount due to a certain related party investor and principal shareholder for convertible debt investments made from time to time as indicated. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the note a total of 52,325 shares of the Company’s Series RX-1 preferred stock in exchange for $50,000 of debt owed, inclusive of accrued interest (total $69,041). See Note 10.

Notes (i) reflects two notes payable for amounts due to an outside director, who is also a minority shareholder, for accrued director’s fees earned through June 30, 2017. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the notes a warrant for a total of 66,966 shares of the Company’s Series RX-2 preferred stock in exchange for $30,000 of debt owed, inclusive of accrued interest (total $33,483). See Note 10.

Note (j) reflects amounts due to the Company’s former vice president of research and development, who is also a minority shareholder, for previously accrued wages. In May 2019, the holder of the note exercised the right to convert the $49,000 note, inclusive of accrued interest (total $55,237) into 7,890,958 shares of common stock at the conversion rate of $0.007 per share per the terms of the note. See Note 10.

Note (k) reflects amounts due to an independent contractor who had served as a senior executive of one of the Company’s predecessor divisions prior to the merger with the Company and a current minority shareholder of the Company, for past earnings. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the note a warrant for a total of 58,006 shares of the Company’s Series RX-2 preferred stock in exchange for $25,700 of debt owed, inclusive of accrued interest (total $29,003). See Note 10.

Note (m) reflects two notes payable for amounts due to an independent contractor, who is also minority shareholder, for previously accrued business development services. On October 31, 2018, the holder of one note with an original face value of $137,500 exercised the right to convert $60,000 of the note into six million shares (6,000,000) of common stock at the conversion rate of $0.01 per share per the terms of the note. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the notes a warrant for a total of 337,320 shares of the Company’s Series RX-2 preferred stock in exchange for $158,780 of debt owed, inclusive of accrued interest (total $168,660). See Note 10.

Note (n) reflects an amount due to a certain related party investor, who is also a minority shareholder, for a convertible debt investment. In June 2019, as part of the Company’s debt restructuring initiative, the Company issued the holder of the note a total of 20,483 shares of the Company’s Series RX-1 preferred stock in exchange for $20,000 of debt owed, inclusive of accrued interest (total $22,580). See Note 10.

For the nine months ended September 30, 2019, the Company did not receive any proceeds from the issuance of notes payable. For the year ended December 31, 2018, the Company received proceeds from the issuance of notes payable to related parties in the amount of $20,000 and convertible notes payable to related parties in the amount of $70,000 (total $90,000).