Note 11 – Subsequent Events

Subsequent to June 30, 2019, we raised $435,000 from the sale of 8% Senior Convertible Notes and we expect more within the coming weeks. Principal and interest under each Senior Note is due on the earlier of (i) upon raising a cumulative amount of $14 million prior to December 15, 2020 which can occur over multiple financing transactions (i.e. Qualified Financing and/or Equity Stake transactions where net cash is obtained) or (ii) completion of the Company listing its common stock on either the Nasdaq Capital Market or the New York Stock Exchange or (iii) December 15, 2020 (“Maturity Date”). Holders of Senior Notes may elect to (i) convert all principal, together with accrued and unpaid interest under each Senior Note to Company common stock or (ii) be paid back all principal, together with accrued and unpaid interest under each Senior Note. The Company will grant investors stock purchase warrants on a 1:1 basis to the number of common stock shares issued, which will have an exercise price equal to the greater of (i) the reported closing price of the Common Stock on the OTCQB Venture Market on the closing day of the offering or (ii) $2.72 (133% of the purchase price).

Also, as described in Note 5, on July 2, 2019 we converted the principal and related interest of outstanding Senior Convertible Notes totaling $259,830 into 126,741 shares of common stock and 126,741 stock purchase warrants.

In August 2019, the Company reduced the number of authorized shares of its common stock from 350,000,000 shares to 100,000,000 shares and its preferred stock from 10,000,000 shares to 1,000,000 shares.