Quarterly report pursuant to Section 13 or 15(d)

Subordinated Notes - Related Parties

Subordinated Notes - Related Parties
6 Months Ended
Jun. 30, 2018
Subordinated Notes - Related Parties  



On November 20, 2017, the Company entered into subordinated notes (the “Subordinated Notes”), subordinate to the Senior Secured Bridge Note, with certain insiders, including Directors and a Consultant, (the “Subordinated Holders”) in the aggregate principal amount of $115,000, of which $100,000 was received as proceeds and $15,000 was recorded as original issue discount. In the event of default, the full principal amount of $115,000 plus accrued interest would be immediately due and payable to the Subordinated Holder; in addition, interest on the outstanding principal and accrued interest would increase to 15% and $25,000 would be due and payable to Subordinated Holder for every calendar month the note is in default until full payment were made. Because the default provisions required payment of significant penalties in the case of a default event (greater than 10% of the principal), the default provision was determined to be a derivative instrument. (Refer to Note 8 for derivative liability disclosure.) In addition, on repayment, the Subordinated Holders were to receive warrants for purchase of the Company’s common stock in the amount of the principal and at an exercise price per share equal to 100% of the IPO price. The warrants are to provide for a cashless exercise and are to be exercisable six months from issue date.


On February 22, 2018 the Subordinated Holders settled these notes for newly issued Secured Notes in the principal amount of $100,000, in full and complete satisfaction of the all obligations, including the principal sum of the notes, all accrued and unpaid interest thereon, and warrant issuances. As a result of this settlement, the Company realized a gain of $12,241.


For the six months ended June 30, 2018, interest expense on the note was $435 and amortization of debt discount was $8,287.