Senior Secured Convertible Notes (Details Narrative) |
3 Months Ended | |||||
|---|---|---|---|---|---|---|
|
Aug. 19, 2019
USD ($)
Founder
$ / shares
|
Mar. 31, 2020
shares
|
Dec. 31, 2019
shares
|
Dec. 23, 2019
USD ($)
|
Dec. 21, 2019
shares
|
Mar. 31, 2019
shares
|
|
| Promissory note payable date | Dec. 31, 2020 | |||||
| Debt instrument conversion price | $ / shares | $ 1.00 | |||||
| Debt installment, description | The Company shall repay the Principal Amount of the Notes in 12 installments, with the first installment starting on February 1, 2020 (each, an "Installment Date"). Installments 1-3 shall be 1/36th of the Principal Amount, Installments 4-6 shall be 1/18th of the Principal Amount and Installments 7-12 shall be 1/8th of the Principal Amount. The repayment amount shall be payable in cash, or, subject to the satisfaction of equity conditions, at the option of the Company, in registered Common Stock or a combination of cash and registered Common Stock. | |||||
| Debt market price rate | 50.00% | |||||
| Conversion price, description | The shares used to meet a Principal Repayment ("Installment Shares") would be valued at a conversion Price, calculated as the lesser of (i) 85% of the arithmetic average of the three lowest daily VWAPs of the 20 trading days prior to the payment date or (ii) 85% of the VWAP of the trading day prior to payment date ("Installment Price") with a floor of $0.10. | |||||
| Debt instrument trading days | Founder | 20 | |||||
| Debt instrument, convertible percentage | 85.00% | |||||
| Percentage to purchase outstanding notes in cash | 125.00% | |||||
| Debt issuance, description | Until the 3 year anniversary of the maturity date, the investor shall have the right (but not the obligation) to participate in 50% of any subsequent equity or debt issuance. | |||||
| Preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | 5,000,000 | |||
| Common Stock [Member] | ||||||
| Debt conversion, converted instrument, shares issued | shares | 200,000 | |||||
| Institutional Investor [Member] | Securities Purchase Agreement [Member] | ||||||
| Cash proceeds on the promissory note | $ 11,500,000 | |||||
| Original issue discount, percentage | 15.00% | |||||
| Description for market capitalization | The Investor Note is subject to optional prepayment at any time at the option of the investor and mandatory prepayment, at the Company's option, subject to certain equity conditions, at any time 45 Trading Days after the effectiveness of a resale registration statement (or otherwise the applicability of Rule 144 promulgated under the Securities Act of 1933, as amended). Notwithstanding the foregoing, the Company may not effect a mandatory prepayment if the shares underlying the Series A Note and the portion of the Series B Note that has become unrestricted exceeds 35% of the market capitalization of the Company. | |||||
| Investor [Member] | ||||||
| Debt instrument conversion price | $ / shares | $ 500,000 | |||||
| Debt installment, description | All amortization payments shall be subject to the Investors' right to (a) defer some or all of any Installment Payment to a subsequent Installment Date; and (b) at any time during an installment period, convert up to four times the installment amount at the Installment Price; provided shares received pursuant to such accelerated conversions shall be subject to a leak-out provision that solely limits sales of such shares received by the investor in such accelerated conversion (and not any other sales) to the greater of (a) $500,000 per trading day or (b) 40% of the volume traded on a given day as reported by Bloomberg LP. | |||||
| Debt market price rate | 40.00% | |||||
| Warrants term | 5 years | |||||
| Warrants conversion price percentage | 50.00% | |||||
| Warrants exercise price | $ / shares | $ 1.00 | |||||
| Fair value of warrant liability | $ 575,000 | |||||
| Investor [Member] | Exchange Agreement [Member] | ||||||
| Promissory note face amount | $ 5,500,000 | |||||
| Series D Preferred Stock [Member] | ||||||
| Preferred stock, shares authorized | shares | 5,775 | 5,775 | ||||
| Debt conversion, converted instrument, shares issued | shares | ||||||
| Series D Preferred Stock [Member] | Board of Directors [Member] | ||||||
| Preferred stock, shares authorized | shares | 5,775 | |||||
| Series A Note [Member] | Investor [Member] | ||||||
| Promissory note face amount | 6,720,000 | |||||
| Payment of promissory note | $ 5,000,000 | |||||
| Notes [Member] | Investor [Member] | ||||||
| Original issue discount, percentage | 15.00% | |||||
| Promissory note face amount | $ 4,780,000 | |||||
| Payment of promissory note | $ 4,780,000 |