|12 Months Ended|
Dec. 31, 2018
|Subsequent Events [Abstract]|
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.
Sale of Digital Currencies
In January 2019, the Company sold 240 bitcoin and 3,110 litecoin generating total cash proceeds of approximately $1,004,000.
Termination of Arrangement
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
Subsequent to December 31, 2018, 93,751 shares of restricted common stock related to fully vested shares of restricted stock were issued to certain of the Company’s former directors and officers.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef