Acquisition of Applied Optical Sciences

9 Months Ended

Sep. 30, 2019

Notes to Financial Statements

ACQUISITION OF APPLIED OPTICAL SCIENCES

9. ACQUISITION OF APPLIED OPTICAL SCIENCES

On May 24, 2019, the Company entered into an Asset Purchase Agreement (the "APA") with Applied Optical Sciences, LLC ("AOS") to acquire certain assets. In addition, the company also contemporaneously entered into a consulting agreement with SWM Consulting LLC (or Stephen McCahon the sole owner and a founder of the Company) to lead scientific efforts, develop new IP, assist with business development and provide various other services. The term of the Consulting Agreement is 3-years and cannot be terminated by either party other than for cause. Consideration payable to SWM Consulting LLC (based on consulting agreement) is $180,000 for the first year and $250,000 in the second and third years for a total of $680,000 over the three-year term. Consideration payable to AOS (based on APA) is a Promissory Note issued to the shareholders of AOS for $2,500,000. The promissory note shall be repaid in equal semi-annual installments, the first of such payments being due on the first anniversary of the issue date (July 2019) and subsequent payments being due on the last day of each six-month period thereafter, the final such payment being due on the third anniversary of the Issue Date. The Promissory Note may be prepaid at any time (in whole or in part). Additional consideration was a Warrant to purchase 2,500,000 shares of the Company's stock at an exercise price of $0.06 per share (executed on July 10, 2019). The note payable is reported in the current and long term notes payable with the discount being reported in current and long term other assets. The discount is amortized to compensation on a straight line basis over three years.