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NOTES AND LOANS PAYABLE TO RELATED PARTIES
6 Months Ended
Jun. 30, 2021
Related Party Transactions [Abstract]  
NOTES AND LOANS PAYABLE TO RELATED PARTIES

NOTE 4 – NOTES AND LOANS PAYABLE TO RELATED PARTIES

 

Notes Payable to Officers, Directors and Related Parties

 

For the periods ended June 30, 2021 and December 31, 2020, there have been no outstanding loan balances with a Company Officer, Director or related parties and the Company had $0 notes payable to officers, directors and related parties.

 

On December 31, 2020, the Board of Directors approved and authorized James McClinton, the Company’s Chief Financial Officer to sign a Loan Agreement with Directors Stewart Wallach and Jeff Postal as joint lenders (the “Lenders”) whereby Lenders would make a maximum of Seven Hundred and Fifty Thousand Dollars and No Cents ($750,000) (principal) available as a short-term credit line to the Company for working capital purposes.

 

On January 4, 2021, the Company entered a $750,000 working capital loan agreement with Directors, Stewart Wallach and Jeffrey Postal. The term of the loan started January 4, 2021 and ends June 30, 2021 (“Initial Period’). The Company had an option to extend the Initial Period for an additional six consecutive months, ending December 31, 2021, under the same terms and conditions of the Initial Period. The Company could borrow and reborrow under the agreement up to $750,000 and prepay wholly or partially the unpaid principal amount at any time and do so without pre-pay penalty or charge. The unpaid principal amount and all accrued interest was due and payable in full at the end of the Initial Period.

 

Interest accrued on the unpaid balance of all loan advances at a simple annual interest rate of one percent (1%) (“Interest”) based on a 360 day year. Accrued and unpaid Interest on principal was due and payable in full on the Maturity Date. Management decided not to extend the agreement past the Initial Period maturity date that ended on June 30, 2021.

 

In consideration for the Lenders allowing for loan advances under this agreement, a below market rate of interest and the loan made on an unsecured basis and as payment of a finance fee for the loan, the Company issued a total of seven thousand five hundred shares of Company’s Series B-1 Convertible Preferred Stock, $0.0001 par value per share, (“Preferred Shares”) to each of the Lenders (the “Finance Fee”). Each preferred share converts into 66.66 shares of common stock at option of Lender. The Preferred Shares and any shares of common stock issued under the loan agreement are “restricted” securities under Rule 144 of the Securities Act of 1933, as amended. The Preferred Shares have no further rights, preferences or privileges. The fair value of the Preferred Shares was determined to be $48,996 based on the number of shares of common stock to be issued upon conversion and the market price of the Company’s stock on the date the working capital loan agreement was executed. The Company amortized the Finance Fee over the Initial Period of the agreement. During the three and six months ended June 30, 2021, $24,498 and $48,996, respectively, of the Finance Fee was recognized as expense and included in other expense on the condensed consolidated statements of operations. As of June 30, 2021 there was $0 loan balance due on this credit facility.