Annual report pursuant to Section 13 and 15(d)

SUBSEQUENT EVENTS

v3.19.2
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2018
SUBSEQUENT EVENTS  
NOTE 10. SUBSEQUENT EVENTS

On October 29, 2018, TransBiotec, Inc. (The Company or TransBiotec) entered into a non-binding Letter of Intent (LOI) with First Capital Holdings, LLC (FCH). The LOI sets forth the terms under which The Company could potentially acquire certain assets related to robotics equipment from FCH in exchange for shares of our common stock equal to 60% of our then outstanding common stock on a fully-diluted basis. The LOI is non-binding and subject to various conditions that must be met in order for the parties to close the transaction, including, but not limited to, (i) TransBiotec being current in its reporting requirements under the Securities Exchange Act of 1934, as amended, (ii) TransBiotec completing a reverse stock split of its common stock such that approximately 8,000,000 shares will be outstanding immediately prior to closing the transaction with no convertible instruments other than as set forth herein, (iii) TransBiotec having no more than $125,000 in outstanding debt, all in the form of convertible notes that mature in two years post-closing and are convertible into shares of TransBiotec common stock at $2.00 per share; (iv) FCH completing any necessary audits and reviews of the financial statements related to the assets by a PCAOB-approved independent registered accounting firm, and (v) the parties executing definitive documents related to the potential transaction. On March 6, 2019, the parties entered into an amendment No. 1 to the LOI in order to extend certain dates in the LOI namely : (i) the date for the parties to complete initial due diligence was moved to March 29, 2018 (ii) the date for the parties to execute definitive agreements related to the transaction was moved to May 6, 2019, and (iii) the date to close the transaction was tentatively moved to August 31, 2019 (the Amendment No.1).

 

On January 11, 2019, the Company borrowed $6,000 from a related party. The note payable carries an interest rate of 7% and matures on January 10, 2020. This note also contained a stock fee.

 

On February 24, 2019, the Company issued 35,454,547 shares of its common stock to non-related parties at $0.0011 per share for $39,000 in cash.

 

On February 24, 2019, the Company converted $10,000 of prepaid consulting costs to a non-related party into 9,090,911 issued shares of common stock at a purchase price of $0.0011 per share.

 

On March 1, 2019, the Company borrowed $29,000 from a non-related party. The note payable carries an interest rate of 10% and is due upon demand.

 

On March 6, 2019, the Company borrowed $10,000 from a related party. The note payable carries an interest rate of 7% and matures on April 19, 2019. This note also contained a stock fee and is currently in default.

 

On March 12, 2019, the Company borrowed $15,000 from a related party. The note payable carries an interest rate of 7% and matures on April 27, 2019. This note also contained a stock fee and is currently in default.

 

On March 20, 2019, the Company borrowed $10,000 from a related party. The note payable carries an interest rate of 7% and matures on May 5, 2019. This note also contained a stock fee and is currently in default.

 

On March 31, 2019, the Company borrowed $3,750 from a related party. The note payable carries an interest rate of 7% and matures on March 30, 2020. This note also contained a stock fee.

 

On April 17, 2019, the Company borrowed $30,000 from a related party. The note payable carries an interest rate of 7% and matures on May 30, 2019. This note also contained a stock fee and is currently in default.

 

On May 2, 2019, the Company borrowed $31,000 from a non-related party. The note payable carries an interest rate of 10% and is due on demand.

 

On May 6, 2019, TransBiotec, Inc. (The Company or TransBiotec and Buyer) entered into an asset purchase agreement with IDTEC, LLC (Seller) in which TransBiotec agreed to acquire the Sellers rights, title and interest to and in certain assets. The aggregate purchase price for the purchased assets shall be 12 million (12,000,000) restricted shares of the $0.00001 par value common stock of the Buyer; provided that the total number of shares of TransBiotecs $0.00001 par value common stock issued and outstanding following a specified closing date of June 30, 2019, shall not exceed 20 million (20,000,000) shares (on a fully-diluted basis).

 

On July 18, 2019, the Company borrowed $41,375 from a related party. The note payable carries an interest rate of 7% and matures on July 17, 2020. This note also contained a stock fee.