See the accompanying notes to the condensed consolidated financial statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2017
(Unaudited)
NOTE 1 – ORGANIZATION AND OPERATIONS
Peerlogix, Inc. (“Peerlogix” or
the “Company”) was incorporated in Nevada on February 14, 2014. The Company is an advertising technology and data aggregation
company. The Company provides software as a service (SAAS) platform, which enables the tracking and cataloguing of over-the-top
viewership and listenership in order to determine consumer trends and preferences based upon media consumption. Its platform collects
over-the-top data, including Internet Protocol (IP) addresses of the streaming and downloading parties (location), the name, media
type and genre of media watched, listened or downloaded, and utilizes licensed and publicly available demographic and other databases
to further filter the collected data to provide insights into consumer preferences to digital advertising firms, product and media
companies, entertainment studios and others.
Basis of Presentation - Unaudited Interim
Financial Information
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures
required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting
only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial
position of the Company as of September 30, 2017, the results of operations for the three and nine months ended September 30, 2017
and 2016, and the statement of cash flows for the nine months ended September 30, 2017 and 2016. The results of operations for
the three and nine ended September 30, 2017 are not necessarily indicative of the operating results for the full year ending December
31, 2017 or any other period.
These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December
31, 2016 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on Form
10-K on April 17, 2017.
NOTE 2 – GOING CONCERN AND MANGAGEMENT’S
LIQUIDITY PLANS
The Company has generated minimal revenues
since inception and continues to incur recurring losses from operations and has an accumulated deficit. Accordingly, the accompanying
condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The
Company has incurred a net loss of approximately $5.2 million and net cash used in operations of approximately $504,000 for the
nine months ended September 30, 2017. In addition, the Company has notes payable in default (see Note 7). These conditions indicate
that there is substantial doubt about the Company's ability to continue as a going concern within one year from the issuance date
of the condensed consolidated financial statements.
The Company's primary source of operating funds
since inception has been cash proceeds from the sale of Class A units, common stock and common stock warrants, convertible debentures
and notes payable. The ability of the Company to continue as a going concern is dependent upon its ability to further implement
its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
(See Note 11)
The Company requires immediate capital to remain
viable. The Company can give no assurance that such financing will be available on terms advantageous to the Company, or at all.
Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail
certain or all of its operational activities. There can be no assurance that such a plan will be successful. The accompanying condensed
consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue
as a going concern.
Accordingly, the accompanying condensed consolidated
financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going
concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of
assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or
settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome
of this uncertainty.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Principles of Consolidation
The accompanying condensed consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries, Peerlogix Technologies, Inc. and IP Squared Technologies
Holdings, LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of condensed consolidated financial
statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates
and assumptions include the fair value of the Company’s equity instruments, convertible debt, derivative liabilities, stock-based
compensation, and the valuation allowance relating to the Company’s deferred tax assets.
Reclassifications
Certain prior year amounts in the condensed
consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year presentation.
These reclassifications did not affect the prior period total assets, total liabilities, stockholders’ deficit, net loss
or net cash used in operating activities.
Convertible Instruments
The Company bifurcates conversion options from
their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The
criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument
are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument
that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable
generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate
instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception
to this rule when the host instrument is deemed to be conventional as that term is described under applicable U.S. GAAP.
When the Company has determined that the embedded
conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible
notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value
of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the
note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.
The Company also records, when necessary, deemed dividends for the intrinsic value of conversion options embedded in preferred
shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction
and the effective conversion price embedded in the preferred shares.
Accounting for Warrants
The Company classifies as equity any contracts
that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement
in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts
that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event
is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical
settlement or net-share settlement).
The Company assessed the classification of
its common stock purchase warrants as of the date of each equity offering and determined that such instruments met the criteria
for equity classification, as the settlement terms indicate that the instruments are indexed to the entity’s underlying stock.
Net Loss Per Share
Basic loss per share was computed using the
weighted average number of outstanding common shares. Diluted earnings per share, when presented, includes the effect of dilutive
common stock equivalents from the assumed exercise of options, warrants, convertible preferred stock and convertible notes. Common
stock equivalents are excluded in the computation of diluted earnings per share since their inclusion would be anti-dilutive.
Total shares issuable upon the exercise of
warrants, exercise of stock options and conversion of convertible promissory notes for the nine months ended September 30, 2017
and 2016 were as follows:
|
|
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
Warrants
|
|
|
29,417,871
|
|
|
|
5,051,670
|
|
Stock options
|
|
|
19,300,000
|
|
|
|
12,300,000
|
|
Convertible promissory notes and accrued interest
|
|
|
32,356,837
|
|
|
|
5,250,000
|
|
Total
|
|
|
81,074,708
|
|
|
|
22,601,670
|
|
For the three and nine months ended September
30, 2017, 3,169,941 warrants were included in basic and diluted loss per share as their exercise price was determined to be nominal.
Derivative Liabilities
In connection with the issuance of certain
convertible promissory notes, the terms of the convertible notes included an embedded conversion feature; which provided for the
settlement of certain convertible promissory notes into shares of common stock at a rate which was determined to be variable with
no floor. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives
and Hedging”
The accounting treatment of derivative financial
instruments requires that the Company record the conversion option and related warrants, if applicable, at their fair values as
of the inception date of the agreements and at fair value as of each subsequent balance sheet date. As a result of entering into
certain convertible promissory notes, the Company is required to classify all other non-employee warrants as derivative liabilities
and record them at their fair values at each balance sheet date because the Company could not determine it has enough authorized
shares to settle the contracts. Any change in fair value was recorded as a change in the fair value of derivative liabilities for
each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the
classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused
the reclassification.
The fair value of conversion options that are
convertible at a variable conversion price are required to be valued using a Binomial Lattice Model. The Company determined the
fair value of the conversion option using either the Black-Scholes Valuation Model or the Binomial Lattice Model to be materially
the same.
The Black-Scholes Valuation Model is used to
estimate the fair value of the warrants and conversion option. The model includes subjective input assumptions that can materially
affect the fair value estimates. The model was developed for use in estimating the fair value of traded options or warrants. The
expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the instrument
granted.
The principal assumptions used in applying the Black-Scholes model
were as follows:
|
For the Three and Nine
Months Ended
|
|
September 30, 2017
|
Assumptions:
|
|
Risk-free interest rate
|
0.52
- 1.24%
|
Expected life
|
0.02 - 4.00 years
|
Expected volatility
|
200% - 353%
|
Dividends
|
0.0%
|
At any given time, certain of the Company’s
embedded conversion features on debt and outstanding warrants may be treated as derivative liabilities for accounting purposes
under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that
permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share
settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance
date or (2) latest maturity date. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the latest
maturity date.
Fair Value of Financial Instruments
The carrying amounts of cash, accounts payable,
and accrued liabilities approximate fair value due to the short-term nature of these instruments.
The Company measures the fair value of financial
assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair
value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines
fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value.
ASC 820 describes three levels of inputs that
may be used to measure fair value:
Level 1
|
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
|
|
Level 2
|
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
|
|
Level 3
|
|
Pricing inputs that are generally unobservable inputs and not corroborated by market data.
|
Level 3 liabilities are valued using unobservable
inputs to the valuation methodology that are significant to the measurement of the fair value of the warrant liabilities. For fair
value measurements categorized within Level 3 of the fair value hierarchy, the Company’s Chief Financial Officer determines
its valuation policies and procedures.
The development and determination of the unobservable
inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Chief Financial
Officer.
Changes in fair value measurements categorized
within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as
appropriate.
Financial assets and liabilities
measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets as follows:
September 30, 2017
|
|
|
|
|
Fair Value Measurement Using
|
|
|
|
Carrying
Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Derivative conversion features
|
|
$
|
2,301,117
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
2,301,117
|
|
|
$
|
2,301,117
|
|
The table below provides a summary of the changes
in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring
basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2017:
|
|
Fair Value
Measurement Using
Level 3 Inputs
|
|
|
|
Total
|
|
|
|
|
|
Balance, December 31, 2016
|
|
$
|
–
|
|
Issuances, reassessments and settlements
|
|
|
2,541,571
|
|
Reclassification of derivative liability to equity
|
|
|
(48,093
|
)
|
Change in fair value
|
|
|
(192,361
|
)
|
Balance, September 30, 2017
|
|
$
|
2,301,117
|
|
Changes in the unobservable
input values could potentially cause material changes in the fair value of the Company’s Level 3 financial instruments. The
significant unobservable inputs used in the fair value measurements are the expected volatility assumption. A significant increase
(decrease) in the expected volatility assumption could potentially result in a higher (lower) fair value measurement.
Recently Adopted Accounting Guidance
In March 2016, the FASB issued ASU
No. 2016-06, “Derivatives and Hedging” (Topic 815). The FASB issued this update to clarify the requirements
for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are
clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this update is
required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. The updated
guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal
years. Early adoption of the update is permitted. The Company adopted the provisions of ASU 2016-06 on January 1, 2017. The
adoption of ASU 2016-06 did not materially impact its condensed consolidated financial position, results of operations or
cash flows.
In April 2016, the FASB issued ASU No. 2016-09,
“Compensation – Stock Compensation” (Topic 718). The FASB issued this update to improve the accounting for employee
share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of
the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification
of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective
for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the
update is permitted. The Company adopted the provisions of ASU 2016-09 on January 1, 2017. The adoption of ASU 2016-09 did
not materially impact the Company’s condensed consolidated financial position, results of operations or cash flows.
Recently Issued Accounting Guidance
In May 2017, the FASB issued ASU 2017-09, “Compensation-Stock
Compensation” (Topic 718): Scope of Modification Accounting. The amendments provide guidance on determining which changes
to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718 Compensation-Stock
Compensation. An entity should account for the effects of a modification unless all the following are met: 1. The fair value (or
calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the
fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately
before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the
entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification.
2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before
the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is
the same as the classification of the original award immediately before the original award is modified. The ASU is effective for
all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early
adoption is permitted, including adoption in any interim period. The Company is currently assessing the impact that this standard
will have on its condensed consolidated financial statements.
In July 2017, the FASB issued ASU 2017-11,
“Earnings Per Share” (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic
815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral
for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling
Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments
with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result
in the strike price being reduced on the basis of the pricing of future equity offerings. When determining whether certain financial
instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification
when assessing whether the instrument is indexed to an entity's own stock. Part II of this update addresses the difficulty of navigating
Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting
Standards Codification. For public business entities, the amendments in Part I of this update are effective for fiscal years, and
years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period.
The Company is currently assessing the impact that this standard will have on its condensed consolidated financial statements.
There were no other new
accounting pronouncements that were issued or became effective since the issuance of the Company’s 2016 Annual Report
on Form 10-K that had, or are expected to have, a material impact on its condensed consolidated financial position, results
of operations or cash flows.
Subsequent Events
The Company evaluates events that have occurred
after the balance sheet date but before the condensed consolidated financial statements are issued. Based upon the evaluation,
the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure
in the condensed consolidated financial statements, except as disclosed.
NOTE 4 – LOAN RECEIVABLE
During February 2017, the Company loaned $37,500
to a potential merger candidate, for working capital purposes. In March 2017, the Company withdrew its plan of merger and recorded
an allowance for loan losses of $37,500 due to the loan deemed uncollectible.
NOTE 5 – NOTES PAYABLE
During the nine months ended September 30,
2017, the Company repaid $106,000 in principal along with outstanding accrued interest of $12,687 on a promissory note which was
previously in default. The outstanding principal balance on the note at September 30, 2017 and December 31, 2016 was $0 and $106,000,
respectively.
NOTE 6 – CONVERTIBLE NOTES PAYABLE
Unsecured Convertible Notes
|
a) Offering 3
During the nine months ended September 30,
2017, the Company sold $225,000 of Units to investors (“Offering 3”). Each Unit was sold at a price of $10,000 per
Unit and consisted of one (1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000
(the “Offering 3 Notes”) and four year warrants exercisable for an aggregate number of shares of common stock equal
to 50% of the shares of common stock into which the Note is initially convertible, exercisable at a price of $0.10 per share. The
Offering 3 Notes are due six months after the issuance of each note, as amended.
Each of the Notes will be convertible at an
initial price equal to $0.06 per share. In addition, during the two month period commencing on each issuance of the Offering 3
Notes, as amended, the Notes will contain a look-back provision pursuant to which the Notes will be convertible at the lower of
$0.06 or the lowest volume weighted average price of the Company’s common stock (the “VWAP”) during any 10 day
period during such two (2) month period, provided however, in the event that the VWAP during any such ten (10) day period is less
than $0.06, then the reset conversion price of the Notes shall be no lower than $0.03. The Notes also contain a reset provision
to the same price as any future offering in the next three (3) years in the event that the conversion or offering price of securities
offered in such subsequent offering is less than the Conversion Price of the Notes in this Offering.
The conversion feature of the Offering 3 Notes
issued during 2016 was accounted for in the previous year initially as equity. The Company concluded the conversion feature of
the Notes did not qualify as a derivative because there was no market mechanism for net settlement and they were not readily convertible
to cash.
The Company reassessed the conversion feature
of the Offering 3 Notes issued during 2016 for derivative treatment during January 2017 and concluded its shares were readily convertible
to cash based on the current trading volume of the Company’s stock. Due to the fact that these convertible notes have an
option to convert at a variable amount, they are subject to derivative liability treatment.
The Company has applied ASC 815, due to the
potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Black
Scholes and Binomial model at the reassessment date and the period end. The conversion feature, when reassessed, gave rise to a
derivative liability of $1,526,300. In accordance with ASC 815, $129,434 was charged to paid in-capital due to the fact a beneficial
conversion feature was recorded on the original issue date. In addition the Company recorded a debt discount to the Notes of $90,153
relating to the fair value of the conversion option. The fair value of the conversion option on the date of issuance in excess
of the face amount of the note was recorded to interest expense on the date of issuance.
The conversion feature of new Notes issued
during the nine months ended September 30, 2017, gave rise to a derivative liability of $431,800. The gross proceeds from the sale
of the Notes were recorded net of a discount of $219,200. The debt discount relates to fair value of the conversion option. The
debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion option
on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.
In addition, to the extent that any investor
that acquires Units in this Offering had previously acquired securities issued by the Company or its subsidiary in one of the two
prior private offerings placed by the Placement Agent (each a “Prior Offering”), which collectively raised gross proceeds
of $1,510,000 (each an “Existing Investor”), the Company has agreed to provide additional consideration to each such
Existing Investor as follows: (i) if the Existing Investor acquires Units in this Offering in an amount equal to fifty percent
(50%) or greater than the amount the Existing Investor invested in a Prior Offering, such Existing Investor will receive (a) an
additional 7.33 shares, as amended, (if the investor invested in the first Prior offering) or 9 shares, as amended, of the Company’s
common stock (if the investor invested in the second Prior Offering) (each “Incentive Shares”); and (b) the exercise
price of each of the warrants purchased by the Existing Investor will be reduced from $0.60 per share (if the investor invested
in the first Prior Offering) or $0.72 per share (if the investor invested in the second Prior Offering) to $0.10 per share (the
“Incentive Warrant Price Reduction”); and (ii) if the Existing Investor acquires Units in this Offering in an amount
equal to less than fifty percent (50%) of the amount the Existing Investor invested in a Prior Offering, such Existing Investor
will receive a pro-rata number of Incentive Shares and Incentive Warrant Price Reduction on only a pro-rata portion of the warrants
acquired by the Existing Investor in the Prior Offering.
During the nine months ended September 30,
2017, the Company issued investors who invested in prior offerings 4,478,334 shares of common stock and reduced the exercise price
of 520,750 warrants as per the terms above. The incentive shares were recorded as a debt discount on the date of issuance based
on the relative fair value of the shares. Upon modification, it is required to analyze the fair value of the instruments,
before and after the modification, recognizing the increase as a charge to the statement of operations. The Company computed the
fair value of the warrants directly preceding the modification and compared the fair value to that of the modified warrants with
new terms. The Company recorded the increased value of the warrants of $27,606 to interest expense with an offsetting entry to
additional paid in capital on the date of the modification.
The Company will have the ability to extend
the Notes for an additional six (6) months (the “Extended Term”) and if so extended shall be referred to herein as
the “Extended Notes”. The Extended Notes, upon maturity, will pay interest at a six (6) month rate of 18% (36% annualized)
at the termination of the Extended Term. The Extended Notes, to the extent extended pursuant to their terms for the Extended Term,
will carry an additional 50% warrant coverage (e.g. such warrant to be exercisable for an additional 50% of the number of shares
into which the Extended Note is initially convertible (the “Extended Warrants”). The Extended Warrants shall be exercisable
at a price equal to $0.10. The Extended Warrants will expire four (4) years from the Extended Term and shall contain customary
anti-dilution rights (for stock splits, stock dividends and sales of substantially all the Company’s assets) and the shares
underlying the Extended Warrants will contain registration rights.
The Company recorded a $5,450 debt discount
relating to 4,478,334 shares of common stock and 1,875,004 warrants issued to investors based on the relative fair value of each
equity instrument after reducing Note proceeds by the fair value of the derivative liability on the dates of issuance. The debt
discount is being accreted over the life of the Notes to interest expense. Debt discount in excess of the face of the Notes was
recorded directly to interest expense on the date of issuance.
As part of the transaction, the Company incurred
placement agent fees based on the aggregate gross proceeds raised during the nine months ended September 30, 2017, or $41,139,
which were recorded as debt issuance costs. During the nine months ended September 30, 2017, the Company issued the placement agent
819,750 common shares with a fair value of $126,287 and 375,001 warrants (See Note 11) with a fair value of $48,824 which were
recorded as debt issuance costs. The placement agent warrants have an exercise price of $0.001 per share, have a seven (7) year
term and vest immediately. Debt issuance costs in excess of the net face amount of the Notes, after subtracting the debt discount,
was recorded directly to interest expense on the date of issuance.
Amendment
On June 30, 2017, the Company entered into
an amendment to the Offering 3 Notes. The Offering 3 Notes were modified as follows:
|
·
|
The Offering 3 Notes are due six months after the issuance of each note;
|
|
·
|
The VWAP look back period commences on each issuance of the Offering 3 Notes;
|
|
·
|
Extended the term of certain Offering 3 Notes for an additional six month period.
|
All remaining terms of the Offering 3
Notes remained the same.
As a result of the amendment certain Notes
became due and the Company automatically extended the Notes for an additional six months as per the terms of the original Note
agreements. As consideration for the note extensions, the Company issued certain note holders 8,629,164 Extended Warrants with
a fair value of $438,858 during the nine months ended September 30, 2017.
In accordance with ASC 470, since the present
value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining
cash flows under the terms of the original debt instrument, the Company accounted for the amendment to the Offering 3 Notes as
a debt extinguishment. Accordingly, the Company wrote off the remaining debt discount on the original Offering 3 Notes of $122,436.
The Company recorded a loss on extinguishment of debt of $561,294 in the September 30, 2017 condensed consolidated statement of
operations.
The outstanding principal balance on the Offering
3 Notes at September 30, 2017 and December 31, 2016 was $825,500 and $600,500.
b) Offering 4
During the nine months ended September 30,
2017, the Company sold $439,550 of Units to investors (“Offering 4”). Each Unit was sold at a price of $10,000 per
Unit and consisted of one (1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000
(the “Offering 4 Notes”) and four year warrants exercisable for an aggregate number of shares of common stock equal
to 50% of the shares of common stock into which the Offering 4 Note is initially convertible, exercisable at a price of $0.06 per
share. The Offering 4 Notes are due six months after the issuance of each note.
Each of the Offering 4 Notes will be convertible
at an initial price equal to $0.06 per share. In addition, during the two month period commencing on each issuance of the Offering
4 Notes, the Offering 4 Notes will contain a look-back provision pursuant to which the Offering 4 Notes will be convertible at
the lower of $0.06 or the lowest volume weighted average price of the Company’s common stock during any 10 day period during
such two (2) month period, provided however, in the event that the VWAP during any such ten (10) day period is less than $0.06,
then the reset conversion price of the Offering 4 Notes shall be no lower than $0.03. The Offering 4 Notes also contain a reset
provision to the same price as any future offering in the next three (3) years in the event that the conversion or offering price
of securities offered in such subsequent offering is less than the Conversion Price of the Notes in Offering 4.
Since these convertible notes have an option
to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the
potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Black
Scholes and Binomial model at the issuance date and the period end. The conversion feature of the Offering 4 Notes issued during
the nine months ended September 30, 2017, gave rise to a derivative liability of $434,028. The gross proceeds from the sale of
the Offering 4 Notes were recorded net of a discount of $408,600. The debt discount relates to fair value of the conversion option.
The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion
option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.
In addition, to the extent that any investor
that acquires Units in Offering 4 had previously acquired securities issued by the Company or its subsidiary in one of the two
prior private offerings placed by the Placement Agent, which collectively raised gross proceeds of $1,510,000, the Company has
agreed to provide additional consideration to each such Existing Investor as follows: (i) if the Existing Investor acquires Units
in this Offering in an amount equal to fifty percent (50%) or greater than the amount the Existing Investor invested in a Prior
Offering, such Existing Investor will receive (a) an additional 7.33 shares, as amended, (if the investor invested in the first
Prior offering) or 9 shares, as amended, of the Company’s common stock (if the investor invested in the second Prior Offering)
(each “Incentive Shares”); and (b) the exercise price of each of the warrants purchased by the Existing Investor will
be reduced from $0.60 per share (if the investor invested in the first Prior Offering) or $0.72 per share (if the investor invested
in the second Prior Offering) to $0.10 per share; and (ii) if the Existing Investor acquires Units in Offering 4 in an amount equal
to less than fifty percent (50%) of the amount the Existing Investor invested in a Prior Offering, such Existing Investor will
receive a pro-rata number of Incentive Shares and Incentive Warrant Price Reduction on only a pro-rata portion of the warrants
acquired by the Existing Investor in the Prior Offering.
During the nine months ended September 30,
2017, the Company issued investors who invested in prior offerings 3,733,000 shares of common stock and reduced the exercise price
of 433,333 warrants as per the terms above. The incentive shares were recorded as a debt discount on the date of issuance based
on the relative fair value of the shares. Upon modification, it is required under ASC 480 to analyze the fair value of the instruments,
before and after the modification, recognizing the increase as a charge to the statement of operations. The Company computed the
fair value of the warrants directly preceding the modification and compared the fair value to that of the modified warrants with
new terms. The Company recorded the increased value of the warrants of $9,723 to interest expense with an offsetting entry to additional
paid in capital on the date of the modification.
The Company will have the ability to extend
the Notes for an additional six (6) months (the “Offering 4 Extended Term”) and if so extended shall be referred to
herein as the “Offering 4 Extended Notes”. The Extended 4 Notes, upon maturity, will pay interest at a six (6) month
rate of 18% (36% annualized) at the termination of the Offering 4 Extended Term. The Offering 4 Extended Notes, to the extent extended
pursuant to their terms for the Offering 4 Extended Term, will carry an additional 50% warrant coverage (e.g. such warrant to be
exercisable for an additional 50% of the number of shares into which the Offering 4 Extended Note is initially convertible (the
“Offering 4 Extended Warrants”). The Offering 4 Extended Warrants shall be exercisable at a price equal to $0.10. The
Offering 4 Extended Warrants will expire four (4) years from the Offering 4 Extended Term and shall contain customary anti-dilution
rights (for stock splits, stock dividends and sales of substantially all the Company’s assets) and the shares underlying
the Offering 4 Extended Warrants will contain registration rights.
The Company recorded an $18,689 debt discount
relating to 3,733,000 shares of common stock and 3,404,588 warrants issued to investors based on the relative fair value of each
equity instrument after reducing Offering 4 Note proceeds by the fair value of the derivative liability on the dates of issuance.
The debt discount is being accreted over the life of the Offering 4 Notes to interest expense. Debt discount in excess of the face
of the Offering 4 Notes was recorded directly to interest expense on the date of issuance.
As part of the transaction, the Company incurred
placement agent fees based on the aggregate gross proceeds raised during the nine months ended September 30, 2017, or $85,931,
which were recorded as debt issuance costs. During the nine months ended September 30, 2017, the Company issued the placement agent
1,744,105 warrants (See Note 10) with a fair value of $130,837 which were recorded as debt issuance costs. The placement agent
warrants have an exercise price of $0.001 per share, have a seven (7) year term and vest immediately. Debt issuance costs in excess
of the net face amount of the Notes, after subtracting the debt discount, was recorded directly to interest expense on the date
of issuance.
The outstanding principal balance on the Offering
4 Notes at September 30, 2017 was $439,550.
c) Offering 5
During the nine months ended September 30,
2017, the Company sold $141,000 of Units to investors (“Offering 5”). Each Unit was sold at a price of $10,000 per
Unit and consisted of one (1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000
(the “Offering 4 Notes”) and four year warrants exercisable for an aggregate number of shares of common stock equal
to 50% of the shares of common stock into which the Offering 5 Note is initially convertible, exercisable at a price of $0.06 per
share. The Offering 5 Notes are due six months after the issuance of each note.
Each of the Offering 5 Notes will be convertible
at an initial price equal to $0.06 per share. In addition, during the two month period commencing on each issuance of the Offering
5 Notes, the Offering 5 Notes will contain a look-back provision pursuant to which the Offering 5 Notes will be convertible at
the lower of $0.06 or the lowest volume weighted average price of the Company’s common stock (the “VWAP”) during
any 10 day period during such two (2) month period, provided however, in the event that the VWAP during any such ten (10) day period
is less than $0.06, then the reset conversion price of the Offering 5 Notes shall be no lower than $0.03. The Offering 5 Notes
also contain a reset provision to the same price as any future offering in the next three (3) years in the event that the conversion
or offering price of securities offered in such subsequent offering is less than the Conversion Price of the Notes in Offering
5.
Due to the fact that these convertible notes
have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC
815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value
using a Black Scholes and Binomial model at the issuance date and the period end. The conversion feature of the Offering 5 Notes
issued during the nine months ended September 30, 2017, gave rise to a derivative liability of $149,443. The gross proceeds from
the sale of the Offering 5 Notes were recorded net of a discount of $141,000. The debt discount relates to fair value of the conversion
option. The debt discount is charged to interest expense ratably over the term of the convertible note. The fair value of the conversion
option on the date of issuance in excess of the face amount of the note was recorded to interest expense on the date of issuance.
The Company will have the ability to extend
the Notes for an additional six (6) months (the “Offering 5 Extended Term”) and if so extended shall be referred to
herein as the “Offering 5 Extended Notes”. The Extended 5 Notes, upon maturity, will pay interest at a six (6) month
rate of 18% (36% annualized) at the termination of the Offering 5 Extended Term. The Offering 5 Extended Notes, to the extent extended
pursuant to their terms for the Offering 5 Extended Term, will carry an additional 50% warrant coverage (e.g. such warrant to be
exercisable for an additional 50% of the number of shares into which the Offering 4 Extended Note is initially convertible (the
“Offering 4 Extended Warrants”). The Offering 5 Extended Warrants shall be exercisable at a price equal to $0.10. The
Offering 4 Extended Warrants will expire four (4) years from the Offering 4 Extended Term and shall contain customary anti-dilution
rights (for stock splits, stock dividends and sales of substantially all the Company’s assets) and the shares underlying
the Offering 5 Extended Warrants will contain registration rights.
As part of the transaction, the Company
incurred placement agent fees based on the aggregate gross proceeds raised during the nine months ended September 30, 2017, or
$32,035, which were recorded as debt issuance costs.
The outstanding principal balance on the Offering
5 Notes at September 30, 2017 was $141,000.
NOTE 7 – CONVERTIBLE NOTES PAYABLE
– RELATED PARTY
On April 8, 2016 (the “Initial Closing
Date”), we entered into a Securities Purchase Agreement (the “
SPA
”)
with Attia Investments, LLC, a related party (the “Investor”). A shareholder of the Company who owns in-excess of 5%
of the Company’s common stock is the managing member of Attia Investments, LLC. Under the Agreement, we issued and sold to
the Investor, and the Investor purchased from us, Debentures in the principal amount of $87,500 for a purchase price of $70,000
(together the “Debentures”), bearing interest at a rate of 0% per annum, with an original maturity on October 8, 2016,
further extended to April 8, 2017. The Debentures are secured by all assets of the Company. The Company is currently in default
of the SPA, making the entire unpaid principal and interest due and payable. As of the date of this report no defaults under the
note have been called by the Investor.
The principal amount of the Debentures
can be converted at the option of the Investor into shares of the Company’s common stock at a conversion price per
share of the lower of (i) $0.05 or (ii) the price per share in an offering of securities prior to the maturity date.
The Company assessed the conversion feature
of the Debentures on the date of issuance and at the end of each subsequent reporting period through December 31, 2016 and concluded
the conversion feature of the Debentures did not qualify as a derivative because there was no market mechanism for net settlement
and they were not readily convertible to cash.
The Company reassessed the conversion feature
of the Notes for derivative treatment during January 2017 and concluded its shares were readily convertible to cash based on the
current trading volume of the Company’s stock. Due to the fact that these convertible notes have an option to convert at
a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for
settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a black Scholes model
at the reassessment date and the period end. The conversion feature, when reassessed, gave rise to a derivative liability of $154,100.
In accordance with ASC 815, $42,602 was charged to paid-in-capital due since a beneficial conversion feature was recorded on the
original issue date. In addition, the Company recorded a debt discount to the Notes of $70,000 relating to the fair value of the
conversion option. The fair value of the conversion option on the date of issuance in excess of the face amount of the note was
recorded to interest expense on the date of issuance.
Amendment
On March 16, 2017, the Company entered
into an amendment to the SPA. The SPA was modified as follows:
|
·
|
The maturity date of the Debentures was extended to April 8, 2017;
|
|
·
|
The default interest rate was set at 18%.
|
As consideration for the amendment, the Company
increased the principal amount on the Debentures from $65,000 to $86,875 and issued the Investor 218,750 shares of common stock
with a fair value of $13,125. All remaining terms of the Debentures remained the same.
In accordance with ASC 470, since the present
value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining
cash flows under the terms of the original debt instrument, the Company accounted for the amendment to SPA as a debt extinguishment.
Accordingly, the Company wrote off the remaining debt discount on the original Debentures of $17,312. The Company recorded a loss
on extinguishment of debt of $52,312 on the amendment date.
During the nine months ended September 30,
2017, the Company repaid $50,018 in principal and $2,982 in accrued interest on certain convertible notes to related parties. Upon
repayment derivative liabilities in the amount of $48,093 were reclassified to equity. The outstanding principal balance on the
Debentures at September 30, 2017 and December 31, 2016 was $41,857 and $70,000, respectively.
NOTE 8 – LOANS PAYABLE - OFFICERS
During
the current and prior periods, one of the Company’s officers made non-interest bearing loans to the Company in the form of
cash and payments to vendors on behalf of the Company. The loans are due on demand and unsecured. As of September 30, 2017 and
December 31, 2016, the Company is reflecting a liability of $32,426, and $34,254, respectively. The Company did not impute interest
on the loan as it was deemed to be de minimis to the condensed consolidated financial statements.
NOTE 9 – STOCKHOLDERS’ DEFICIT
Common stock issued for services
In August 2017, the Company entered into
an agreement with a consulting firm to provide investor and public relations services. As compensation for the services, the Company
was to pay the consultant $30,000 and issue 750,000 restricted common shares. The term of the agreement was for three months. During
the three months ended September 30, 2017, the Company canceled the agreement without any payment or obligation.
During the nine months ended September 30,
2017, the Company issued an aggregate of 3,150,000
restricted
common shares to a consultant
with a fair value of $216,650. These shares vested immediately on the date of issuance. The Company has recorded $216,650 in stock-based
compensation expense for the nine months ended September 30, 2017, which is a component of professional fees in the condensed consolidated
statements of operations. The shares were valued based on the quoted closing trading price on the date of issuance.
During the nine months ended September 30,
2017, the Company granted an aggregate of 819,750
restricted
common shares to a placement
agent with a fair value of $126,287. (See Note 6). The shares were granted as compensation to the placement agent for Units sold
in Offering 3 during the nine months ended September 30, 2017. The shares were valued based on the quoted closing trading price
on the date of issuance.
During the nine months ended September 30,
2017, the Company issued an aggregate of 650,000
restricted
common shares to a consultant
with a fair value of $40,780. These shares vested immediately on the date of issuance. The Company has recorded as in stock-based
compensation expense for the nine months ended September 30, 2017, which is a component of professional fees in the condensed consolidated
statements of operations. The shares were valued based on the quoted closing trading price on the date of issuance.
During the nine months ended September 30,
2017, the Company issued an aggregate of 100,000
restricted
common shares to a consultant
with a fair value of $6,000. These shares vested immediately on the date of issuance. The Company has recorded $6,000 in stock-based
compensation expense for the nine months ended September 30, 2017, which is a component of professional fees in the condensed consolidated
statements of operations. The shares were valued based on the quoted closing trading price on the date of issuance.
Common stock issued with convertible
notes
During the nine months ended September 30,
2017, the Company granted an aggregate of 8,211,333
restricted
common shares to investors
as part of a private placement of the Company’s debt and equity securities. (See Note 6).
Common stock issued in connection with extinguishment of related
party convertible notes
During the nine months ended September 30,
2017, the Company granted an aggregate of 218,750
restricted
common shares to an investor
related to the modification of the terms of an existing convertible note. (See Note 7).
Common stock issued in connection with
settlement of vendor liabilities
During the nine months ended September 30,
2017, the Company granted an aggregate of 500,000
restricted
common shares to a placement
agent to settle a liability in the amount of $57,500. The shares were valued based on the quoted closing trading price on the vesting
date.
Preferred Stock
The Company is authorized to issue up to 10,000,000
shares of preferred stock, par value $0.001 per share. No shares of its preferred stock are issued or outstanding.
2016 Amended and Restated Equity Incentive
Plan
The Board of Directors and stockholders of
the Company adopted the 2015 Equity Incentive Plan prior to the closing of the Share Exchange, which was amended and restated in
2016, which reserves a total of 15,000,000 shares of Common Stock for issuance under the 2016 Plan. If an incentive award granted
under the 2016 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered in connection with an
incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the
2016 Plan.
Shares issued under the 2016 Plan through the
settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of acquiring
another entity are not expected to reduce the maximum number of shares available under the 2016 Plan. In addition, the number of
shares of common stock subject to the 2016 Plan, any number of shares subject to any numerical limit in the 2016 Plan, and the
number of shares and terms of any incentive award are expected to be adjusted in the event of any change in outstanding common
stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification,
merger, consolidation, liquidation, business combination or exchange of shares or similar transaction. As of September 30, 2017,
no shares remain available for future issuance under the 2016 Plan.
Stock options issued for services
During the nine months ended September 30,
2017, the Company granted its interim Chief Executive Officer an aggregate of 7,000,000 stock options with an exercise price of
$0.11 for services rendered, having a total grant date fair value of approximately $409,000. 1,000,000 options vest immediately
and expire in 2027. 1,500,000 options vest in the event that the average volume weighted average price of the Company’s common
stock over any 10 day period is greater than or equal to $0.25 and expire between in 2027. 1,500,000 options vest in the event
that the average volume weighted average price of the Company’s common stock over any 10 day period is greater than or equal
to $0.50 and expire in 2027. 1,500,000 options vest in the event that the average volume weighted average price of the Company’s
common stock over any 10 day period is greater than or equal to $0.75 and expire in 2027. 1,500,000 options vest in the event that
the average volume weighted average price of the Company’s common stock over any 10 day period is greater than or equal to
$1.00 and expire in 2027. 1,000,000 of the options contain only service conditions and will be expensed on a straight-line basis
over the service period of the agreement. The remaining options contain market conditions and are being expensed over the derived
service period as computed by a Monte Carlo pricing model.
The Company uses the Black-Scholes model to
determine the fair value of awards granted that contain typical service conditions that affect vesting. The Company uses the Monte
Carlo model to determine the fair value of awards granted that contain complex features such as market conditions because the Company
believes the method accounts for multiple embedded features and contingencies in a superior manner than a simple Black Scholes
model. In other words, simple models such as Black-Scholes may not be appropriate in many situations given complex features and
differing terms. In applying the Black-Scholes and Monte Carlo option pricing models to options granted, the Company used the following
assumptions:
|
|
For the
Three and Nine Months Ended
September 30,
2017
|
|
Risk free interest rate
|
|
|
1.83%
|
|
Dividend yield
|
|
|
0.00%
|
|
Expected volatility
|
|
|
70.00%
|
|
Expected life in years
|
|
|
10
|
|
Forfeiture rate
|
|
|
0.00%
|
|
Since the Company has limited trading history,
volatility was determined by averaging volatilities of comparable companies.
The Company uses the simplified method to calculate
expected term of share options and similar instruments issued to employees as the Company does not have sufficient historical exercise
data to provide a reasonable basis upon which to estimate expected term. The contractual term is used as the expected term for
share options and similar instruments issued to non-employees and for options valued using the Monte Carlo model.
The following is a summary of the Company’s
stock option activity during the nine months ended September 30, 2017:
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Outstanding – January 1, 2017
|
|
|
12,300,000
|
|
|
$
|
0.11
|
|
|
|
5.64
|
|
Granted
|
|
|
7,000,000
|
|
|
|
0.11
|
|
|
|
10.00
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Forfeited/Cancelled
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding – September 30, 2017
|
|
|
19,300,000
|
|
|
$
|
0.11
|
|
|
|
6.54
|
|
Exercisable – September 30, 2017
|
|
|
3,400,000
|
|
|
$
|
0.10
|
|
|
|
7.50
|
|
At September 30, 2017, the aggregate intrinsic
value of options outstanding and exercisable was $4,000 and $0, respectively.
Stock-based compensation for stock options
has been recorded in the consolidated statements of operations and totaled $65,844 and $36,328, for the three months ended September
30, 2017 and 2016, respectively.
Stock-based compensation for stock options
has been recorded in the consolidated statements of operations and totaled $256,045 and $105,406, for the nine months ended September
30, 2017 and 2016, respectively.
Warrants:
The Company used the Black-Scholes model to
determine the fair value of warrants granted during the nine months ended September 30, 2017. In applying the Black-Scholes option
pricing model to warrants granted, the Company used the following assumptions:
|
|
For the
Three and Nine Months Ended
September 30,
2017
|
Risk free interest rate
|
|
|
1.10 – 2.14%
|
Dividend yield
|
|
|
0.00%
|
Expected volatility
|
|
|
65.32 – 316.98%
|
Contractual term (years)
|
|
|
3.1 - 5
|
The following is a summary of the Company’s
warrant activity during the nine months ended September 30, 2017:
|
|
Number of
Warrants
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Outstanding – December 31, 2016
|
|
|
8,956,677
|
|
|
$
|
0.20
|
|
|
|
3.65
|
|
Granted
|
|
|
20,461,194
|
|
|
|
0.09
|
|
|
|
4.20
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Forfeited/Cancelled
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Outstanding and Exercisable – September 30, 2017
|
|
|
29,417,871
|
|
|
$
|
0.12
|
|
|
|
3.45
|
|
At September 30, 2017, the aggregate intrinsic
value of warrants outstanding and exercisable was $353,374.
The following is additional information with respect to the Company's
warrants as of September 30, 2017:
Number of
Warrants
|
|
Exercise
Price
|
|
Weighted Average
Remaining
Contractual Life
(In Years)
|
|
Currently
Exercisable
|
3,119,941
|
|
$0.001
|
|
7.47
|
|
3,119,941
|
50,000
|
|
$0.01
|
|
2.46
|
|
50,000
|
1,000,000
|
|
$0.06
|
|
4.59
|
|
1,000,000
|
22,054,595
|
|
$0.10
|
|
3.50
|
|
22,054,595
|
1,000,000
|
|
$0.12
|
|
4.59
|
|
1,000,000
|
1,000,000
|
|
$0.18
|
|
4.59
|
|
1,000,000
|
418,333
|
|
$0.60
|
|
2.64
|
|
418,333
|
775,002
|
|
$0.72
|
|
2.91
|
|
775,002
|
29,417,871
|
|
|
|
|
|
29,417,871
|
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Litigations, Claims and Assessments
Attia Enterprises, a creditor, has initiated
a claim against the Company for payment of a loan in default. The Company retained counsel for representation in the matter. The
matter is in the early stages of discovery and the Company expects a resolution in the near term.
The Company may be involved in legal proceedings,
claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes
are not predictable with assurance. There are no such matters other than described above that are deemed material to the condensed
consolidated financial statements as of September 30, 2017 and December 31, 2016.
On January 31, 2017, the Company entered into
a mutual general release and settlement agreement (the "Settlement Agreement") with Microcap Headlines, Inc. (“Microcap”)
to settle a judgment against the Company in the sum of $17,042 entered pursuant to a lawsuit filed by Microcap against the Company
(the "Action") in the New York County, New York, Superior Court (Index No. 653105/2016). In the Action, the plaintiff
alleged that the Company owed the plaintiff past due amounts for investor relations services provided to the Company. Pursuant
to the Settlement Agreement, the Company agreed to pay Microcap $14,700 upon execution of the Settlement Agreement. The Settlement
Agreement also contains a general release by Microcap of the Company relating to the Action, such release however is predicated
on the Company making payments pursuant to the Settlement Agreement. Pursuant to the Settlement Agreement, after receipt of the
full $14,700 by Microcap, the Company and Microcap shall execute a written stipulation to set aside the default and judgment against
the Company and dismiss the Action with prejudice. As of December 31, 2016, the Company had accrued a liability of $17,042 related
to the Settlement Agreement which has been included in other accrued liabilities at December 31, 2016 in the accompanying condensed
consolidated Balance Sheet. On February 2, 2017, the Company paid the settlement in full.
Employment Agreements
On February 21, 2017, the Company entered into
an employment agreement with an individual, pursuant to which, commencing March 6, 2017, the individual will serve as the Interim
Chief Executive Officer of the Company and, commencing 90 days thereafter, shall serve as Chief Executive Officer of the Company
through March 5, 2019, subject to extension as provided in the employment agreement, and be appointed to the Board of Directors.
The agreement calls for an annual salary of $250,000 per annum and a bonus in the amount of 10% of all incremental gross revenue
generated by the Company, which bonus shall be determined and be payable quarterly. In addition, pursuant to the employment agreement,
the Company granted to the individual certain stock options (See Note 9).
On March 6, 2017, William Gorfein stepped down as the Company’s
Chief Executive Officer and was named the Company’s Chief Strategy Officer and Principal Financial Officer. No changes were
made to Mr. Gorfein’s existing employment agreement.
Payroll Tax Liabilities
As of September 30, 2017, and through the date
of this report, the Company has not filed certain federal and state income and payroll tax returns nor has it paid the payroll
tax amounts and related interest and penalties relating to such returns. Amounts due under these returns with respect to penalties
and interest are estimated to be $9,715 and $10,493 as of September 30, 2017 and December 31, 2016, respectively which have been
included in other accrued liabilities at September 30, 2017 and December 31, 2016 in the accompanying condensed consolidated Balance
Sheets.
Placement Agent and Finders Agreements
|
a)
|
In April 2016, the Company entered into a Financial Advisory and Investment Banking Agreement with WestPark Capital, Inc. (“WestPark”) (the “WestPark Advisory Agreement”). Pursuant to the WestPark Advisory Agreement, WestPark shall act as the Company’s financial advisor and placement agent in connection with a best efforts private placement (the “Financing”) of up to $750,000 of the Company’s debt and/or equity securities (the “Securities”). The final closing of the Financing took place on February 15, 2017.
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The Company upon closing of the Financing will
pay consideration to WestPark, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing
from the sale of Securities placed by WestPark and warrants in the amount of 10% of the aggregate gross proceeds. The Company will
also pay all WestPark legal fees and expenses as well as a 3% non-accountable expense allowance of the aggregate gross proceeds
raised in the Financing. The Placement Agent Warrants will have: (a) a nominal exercise price of $0.001 per share, (b) a seven
year term, and (c) a cashless exercise provision. The shares underlying the Placement Agent Warrants will have standard piggyback
registration rights.
During the first quarter of 2017, 1,319,750
shares were issued to the placement agent as per the terms of the WestPark Advisory Agreement.
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b)
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In March 2017, the Company entered into a second Financial Advisory and Investment Banking Agreement with WestPark (the “Offering 4 WestPark Advisory Agreement”). Pursuant to the Offering 4 WestPark Advisory Agreement, WestPark shall act as the Company’s financial advisor and placement agent in connection with a best efforts private placement (the “Offering 4 Financing”) of up to $400,000, as amended, of the Company’s debt and/or equity securities (the “Offering 4 Securities”). The final closing of the Offering 4 Financing took place on July 21, 2017.
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The Company upon closing of the Offering 4
Financing will pay consideration to WestPark, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in
the Offering 4 Financing from the sale of Securities placed by WestPark and warrants in the amount of 10% of the aggregate gross
proceeds. In addition, the Company will issue 85,000 warrants for every $50,000 raised in the Offering 4 Financing on a pro-rata
basis. The Company will also pay all WestPark legal fees and expenses as well as a 3% non-accountable expense allowance of the
aggregate gross proceeds raised in the Offering 4 Financing. The Placement Agent Warrants will have: (a) a nominal exercise price
of $0.001 per share, (b) a seven year term, and (c) a cashless exercise provision. The shares underlying the Placement Agent Warrants
will have standard piggyback registration rights.
During the second quarter of 2017, 1,661,438
warrants were issued to the placement agent as per the terms of the Offering 4 WestPark Advisory Agreement.
NOTE 11 – SUBSEQUENT EVENTS
Financing
In October and November 2017, the Company
sold an aggregate of $91,500 of Units to eight investors under Offering 6. Each Unit was sold at a price of $10,000 per Unit and
consisted of one (1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000 (the
“Offering 4 Notes”) and four year warrants exercisable for an aggregate number of shares of common stock equal to
50% of the shares of common stock into which the Offering 5 Note is initially convertible, exercisable at a price of $0.06 per
share. The Offering 5 Notes are due six months after the issuance of each note. In connection with the sale of $91,500 of Units,
the Company issued an aggregate of 762,500 four year warrants.
In November 2017, the Company initiated Offering 6 for up to $300,000
with a $200,000 over-allotment. Offering 6 is comprised of Units to be sold at a price of $10,000 per Unit and consist of one
(1) six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000 (the “Offering
6 Notes”) and four year warrants exercisable for an aggregate number of shares of common stock equal to 50% of the shares
of common stock into which the Offering 6 Note is initially convertible, exercisable at a price of $0.06 per share. The Offering
4 Notes are due six months after the issuance of each note.
Each of the Offering 6 Notes will be convertible
at an initial price equal to $0.06 per share. In addition, during the two month period commencing on each issuance of the Offering
6 Notes, the Offering 6 Notes will contain a look-back provision pursuant to which the Offering 6 Notes will be convertible at
the lower of $0.06 or the lowest volume weighted average price of the Company’s common stock (the “VWAP”) during
any 10 day period during such two (2) month period, provided however, in the event that the VWAP during any such ten (10) day period
is less than $0.06, then the reset conversion price of the Offering 6 Notes shall be no lower than $0.03. The Offering 4 Notes
also contain a reset provision to the same price as any future offering in the next three (3) years in the event that the conversion
or offering price of securities offered in such subsequent offering is less than the Conversion Price of the Notes in Offering
6.
In connection with the Offering 6, the Company
entered into an advisory agreement whereby the Company will issue the placement agent 350,000 warrants to acquire the Company’s
common stock for each $100,000 raised. The warrants vest immediately and are exercisable at $0.001 per share for seven years.
In addition, the Company entered into an advisory
agreement to provide advice in regard to business and finance; in regard to private and public equity and/or debt financing and
relations with existing security holder. In consideration for the services, the Company will pay cash compensation of 0.50% of
value of an extended convertible notes and equity consideration of 2.0% of the securities into which all extended notes placed
by the service provider are convertible.
Equity transactions
In October 2017, the Company issued 400,000
shares of its common stock in connection with an advisory agreement dated October 23, 2017 for marketing services.
In October and November 2017, the Company
issued an aggregate of 3,138,000 shares of its common stock in payment of $188,280 accrued interest due on previously issued convertible
notes.
In October 2017, the Company issued 388,710
shares of its common stock in settlement of outstanding accounts payable of $23,352.
In October and November 2017, the Company issued
an aggregate of 2,691,667 warrants to acquire the Company’s common stock at an exercise price of $0.10 per share for four
years for a six month extension maturing convertible notes totalling $323,000.
In November 2017, the Company issued 1,100,000
warrants as placement agent fees in connection with Offering 5. The warrants vest immediately and are exercisable at $0.001 per
share for seven years.
On October 4, 2017, the Company granted 5,250,000
options to the Company’s Chairman of the Board. The options are exercisable at $0.07 per share for ten years with 1,750,000
options vesting immediately; 1,750,000 vesting in the event of a 10-day variable weighted average stock price (“VWAP”)
of $0.20 and 1,750,000 vesting in the event of a 10 day VWAP of $0.40.