Note 20 – Subsequent Events

Issuance of Debentures

On July 16, 2018, the Company entered into Additional Issuance Agreements (the “Issuance Agreements”), with two existing institutional investors of the Company. Under the Issuance Agreements, the Company issued $1,240,000 aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019 and received proceeds of $1,000,000. The Issuance Agreements also provide that, from time to time on or before December 31, 2018, in one or more closings, the Company may request that the institutional investors purchase up to $3,100,000 aggregate principal amount of additional debentures, on the same terms. Any purchase by the investors will be at their discretion. As of August 13, 2018, the Company has received additional proceeds of $1,500,000 from the issuances of $1,860,000 of principal amount of additional debentures.

Issuance of Series I-2 Preferred Stock in Exchange for Debentures

Under the Exchange Agreements with the holders of the September Debentures, on July 16, 2018, the holders exchanged a portion of the September Debentures for shares of the Company’s Series I-2 Preferred Stock. On that date, the holders elected to exchange an aggregate of $1,741,580 principal amount of the September Debentures and the Company issued an aggregate of 2,176.975 shares of its Series I-2 Preferred Stock.

Issuance of Series J Convertible Preferred Stock

On July 20, 2018, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware to authorize the issuance of up to 250,000 shares of its Series J Convertible Preferred Stock (the “Series J Preferred Stock”). On July 23, 2018, the Company entered into an Exchange Agreement (the “Agreement”) with Alcimede, of which Seamus Lagan, our Chief Executive Officer, is the sole manager. Pursuant to the Agreement, the Company issued to Alcimede 250,000 shares of the Series J Preferred Stock in exchange for the cancellation of the outstanding principal and interest owed by the Company to Alcimede under the Note, dated February 5, 2015, and the cancellation of certain amounts owed by the Company to Alcimede under a consulting agreement between the parties. The total amount of consideration paid by Alcimede to the Company equaled $250,000. The Company’s Board of Directors has designated 250,000 shares of the 5,000,000 authorized shares of its preferred stock as the Series J Preferred Stock. Each share of the Series J Preferred Stock has a stated value of $1.00. The conversion price is equal to the average closing price of the Company’s common stock on the 10 trading days immediately prior to the conversion date. Each holder of the Series J Preferred Stock shall be entitled to vote on all matters submitted to a vote of the holders of the Company’s common stock. With respect to a vote of stockholders, no later than September 30, 2018 only, to approve either or both of a reverse stock split of the Company’s common stock and an increase in the authorized shares of common stock from three billion shares to up to ten billion shares, each share of the Series J Preferred Stock shall be entitled to the whole number of votes equal to 12,000 shares of common stock. With respect to all other matters, and from and after October 1, 2018, each share of the Series J Preferred Stock shall be entitled to the whole number of votes equal to the number of common shares into which it is then convertible. The full terms of the Series J Preferred Stock are listed in the Certificate of Designations filed as Exhibit 3.16 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2018.

Common Stock

As of August 1, 2018, the Company has outstanding 3.0 billion shares of its common stock. Since June 30, 2018, the Company has issued 1.4 billion shares of common stock through August 1, 2018 as follows:

The Company has exhausted all of its authorized shares of common stock and, absent an increase in the authorized shares or a reverse split or both, will be unable to issue any additional shares of common stock.