Note 17.  Subsequent Events:

Senior Secured Convertible Promissory Notes

On January 28, 2019, the Company issued a series of Senior Secured Convertible Promissory Notes (the “Notes”), to investors for an aggregate principal amount of $3,358,333.34 and an equal value of warrants for the purchase of shares of the Company’s common stock. The Notes are convertible into shares of the Company’s common stock at any time after the issuance date, provided that at no time, the Company will be required to issue shares in excess of the aggregate number of shares of its commons stock outstanding. The Notes mature twelve months from date of issuance and accrue interest at a rate of 8% per annum, with twelve months of interest guaranteed. The notes are subject to prepayment penalties, default conditions and other terms and conditions, as further defined in the agreements. As additional consideration for the investment, the Company issued a total of 150,000 restricted common shares to the three investors.

In connection with the Notes, the Company entered into registration rights agreement with the investors. The Company has agreed to file with the SEC a registration statement covering the equity rights and any other shares issuable in connection with the Notes on or before March 14, 2019 and use its best efforts to have the registration statement become effective on or before April 29, 2019.

 

On February 15, 2019, Cresval Capital Corp., terminated its definitive agreement with Tess due to Tess’s inability to complete one of the closing conditions of the agreement. The Company owns greater than 50% of Tess.

Issuance of Restricted Common Stock