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Subsequent events
9 Months Ended
Sep. 30, 2015
Subsequent Events [Abstract]  
Subsequent events

14. Subsequent Events

 

Effective October 1, 2015, the Company entered into a strategic consulting agreement with Siskey Capital, LLC. Siskey Capital has over twenty years of seasoned executive level management, brand positioning, technology architecture and venture capital expertise. Siskey Capital, LLC will provide strategic guidance in the overall operations of the company including without limitation product development, engineering, sales, personnel and business development. The retention is for nine months. In connection with the retention the Company agreed to grant Siskey Capital (1) 750,000 shares of the Company's restricted common stock, 375,000 of which shall be issued immediately and the remaining 375,000 after completion of the first phase of the consulting project, and (2) 750,000 options to purchase shares of the Company's restricted common stock with an exercise price of $0.75 to be paid quarterly and subject to the completion of certain goals. Siskey Capital will also receive a monthly per diem of $9,800.

 

Effective October 1, 2015, Joseph Proto resigned his position as Chairman of the Board of Directors of the Company. Mr. Proto will remain a member of the Board of Directors and a member of the Company's Compensation Committee.

 

Effective October 1, 2015, Jerold Rubinstein, currently a member of the Board of Directors, has been appointed Chairman of the Board. Mr. Rubinstein has served as a member of the Board of Directors and the Chairman of the Company's Audit Committee since October 1, 2013.

 

In connection with Mr. Rubinstein's appointment to the Board, the Company agreed to grant Mr. Rubinstein a stock option to purchase up to 1,358,696 shares of common stock at an exercise price of $0.46 per share and having a term of 5 years.

 

On November 12, 2015, the Company issued a Convertible Promissory Note to an investor, Dyke Rogers, in the principal amount of $150,000. The Note features a mandatory conversion feature obligating the holder to participate and apply the principal and interest into a “Qualified Financing” meaning a financing taking place prior to January 31, 2016, wherein the Company receives gross proceeds totaling at least $1,000,000. The Note bears interest at nine percent per annum and has a maturity date of six months.

 

On November 13, 2015, the Company issued Convertible Promissory Notes to four investors;  Isaac Blech in the principal amount of $34,000, West Charitable Remainder Unitrust in the principal amount of $80,000, River Charitable Remainder Trust in the principal amount of $53,333, and Liberty Charitable Remainder Trust in the principal amount of $40,000. The Notes feature a mandatory conversion feature obligating the holder to participate and apply the principal and interest into a “Qualified Financing” meaning a financing taking place prior to January 31, 2016, wherein the Company receives gross proceeds totaling at least $1,000,000. The Notes bears interest at nine percent per annum and has a maturity date of six months.