Note 9 - Convertible Notes Payable

3 Months Ended

Mar. 31, 2019

Disclosure Text Block [Abstract]

Note 9 - Convertible Notes Payable

NOTE 9 – CONVERTIBLE NOTES PAYABLE

On January 7, 2019, the Company completed the first close on a $7.5 million private offering of securities (the “Offering”), whereby the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain accredited investors, pursuant to which the Company issued to those investors $1,074,000 worth of 10% convertible promissory notes, convertible into shares of the Company’s common stock, par value $0.0001 per share at a  conversion price of $1.00 per share upon the terms and subject to the conditions set forth in the Note Purchase Agreement and the Notes (the “Notes”), for a maximum of $7.5 million. The Notes have a maturity date of December 31, 2019 if not converted.  The Company recorded a beneficial conversion feature of $1,031,040 upon issuance and recognized amortization of the debt discount of $239,040 for the three months ended March 31, 2019. On March 14, 2019, the Company completed the second close and issued $230,000 worth of 10% convertible promissory notes.  The terms and maturity date are the same as those for the January 7 closing.

The convertible notes payable consists of the following:

	March 31,			December 31,
	2019			2018
Convertible notes payable	$	1,329,494		$	—
Less debt discount		(792,000	)		—
Convertible notes payable, net of discount		537,494			—
Less current portion		(537,494	)		—
Convertible notes payable, net of current portion and discount	$	—		$	—