What changed in this filing

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Item 1A. Risk Factors

2020-02-11 compared with 2019-11-19 · 26 added, 26 removed, 9 unchanged (85% of the section changed)

1 unchanged sentence

UNREGISTERD SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

September 19, 2017 the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran which was

increased to $200,000 on June 17, 2019 (the “

Note ”), and as of September 30, 2019, approximately $184,338

has been drawn by the Company under the Note.

The Note was issued pursuant to a Convertible Loan Agreement with Roran (the

September 19, 2017, the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran which was increased

to $200,000 on June 17, 2019 and $250,000 on December 13, 2019 (the “

Note ”), and as of December 31,

2019, approximately $190,768 has been drawn by the Company under the Note.

The Note was issued pursuant to a Convertible

Loan Agreement with Roran (the “

Loan Agreement ”).

Amounts borrowed under the Note bear interest at 12% per annum.

All outstanding principal

and accrued interest on the Note is due and payable on the maturity date, which was March 19, 2019 and then extended to September

Roran further agreed to extend the Note until negotiations have concluded.

The Note is convertible into shares of

the Company’s common stock (“

Amounts borrowed under the Note bear interest at 12% per

All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which was March 19,

2019 and then extended to September 19, 2019 and then June 19, 2020.

The Note is convertible into shares of the Company’s

common stock (“

Common Stock”

) at any time at the discretion of Roran any time after the

first 90-days under the Note at a conversion price per share equal to the lesser of:

(i) 60% multiplied by the lowest trading

price for the Common Stock during the 20 trading days prior to the date of the Note;

or, (ii) 60% multiplied by the lowest trading

price for the Common Stock during the 20 trading days prior to the date of conversion.

The Note may be repaid in whole at any

The repayment amount is subject to a premium on the outstanding principal balance of if repaid after 90-days, ranging from

10% to 25%, depending upon when repayment is tendered.

If the Company fails to meet its obligations under the terms of the Note

or the Loan Agreement, the Note shall become immediately due and payable and subject to penalties provided for in the Note, which

has matured and is currently in default, although the parties are discussing an extension.

The foregoing descriptions of the Loan

Agreement and the Note do not purport to be complete and are qualified in their entirety by the terms and conditions of the Loan

Agreement and the Note.

) at any time at the discretion of Roran any time after the first 90-days under

the Note at a conversion price per share equal to the lesser of:

(i) 60% multiplied by the lowest trading price for the Common

Stock during the 20 trading days prior to the date of the Note;

or, (ii) 60% multiplied by the lowest trading price for the Common

Stock during the 20 trading days prior to the date of conversion.

The Note may be repaid in whole at any time.

The repayment amount

is subject to a premium on the outstanding principal balance of if repaid after 90-days, ranging from 10% to 25%, depending upon

when repayment is tendered.

If the Company fails to meet its obligations under the terms of the Note or the Loan Agreement, the

Note shall become immediately due and payable and subject to penalties provided for in the Note, which has matured and is currently

in default, although the parties are discussing an extension.

The foregoing descriptions of the Loan Agreement and the Note do

not purport to be complete and are qualified in their entirety by the terms and conditions of the Loan Agreement and the Note.

Note issued under the Loan Agreement was offered and sold without registration under the Securities Act in reliance on the exemptions

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors