Debt Disclosure [Text Block] | 8) SECURITIES PURCHASE AGREEMENT September 7, 2016 Terms: On September 7, 2016 $4,301,075 $1,000,000 $3,000,000. $301,075. The Notes The aggregate principal amount of the Notes is $4,301,075. 15 6% 12% first 30 18% December 1, 2016 January 1, 2017 may may 360 twelve 30 The Investor may, $8.075. may, ($4.00) October 24, 2016, 7(e) $8.075 $5.75 $1,000,000 The Investor also has the right to convert the Convertible Notes into shares of the Company’s common stock at the Alternate Conversion Price, subject to certain beneficial ownership limitations. The Alternate Conversion Price is defined as the lowest of (i) the applicable Conversion Price as in effect on the applicable conversion date of the applicable Alternate Conversion, (ii) the greater of (I) the Floor Price ($4.00) 87% five five. On November 15, 2016 $1 $100,000 November 16, 2016, $4.51 “80%” “87%” Subsequently, on December 2, 2016, $4.00. The Company accounted for the alternative conversion provisions as a derivative liability and recognized the fair value at issuance. At each balance sheet date, the feature is re-valued and the corresponding change in fair value is recorded in other income and expense. Under certain conditions, the Company has the right to redeem all, but not less than all, of the amounts remaining unpaid under the Notes. The portion of the Notes subject to redemption can be redeemed by the Company in cash at a price equal to 110% may The Notes contain standard and customary events of default including but not limited to: (i) failure to register the Company’s common stock within certain time periods or failure to keep the registration statement effective as required by the Registration Rights Agreement; (ii) failure to maintain the listing of the Company’s common stock; (iii) failure to make payments when due under the Note; (iv) breaches of covenants and (iv) bankruptcy or insolvency. Following an Event of Default, the Investor may may The Event of Default Redemption Price will be computed as a price equal to the greater of (i) 125% (1) 125% (2) In addition, following an Event of Default, the holders of the Notes will have the right to convert the Notes at the “Alternate Conversion Event of Default Price” which means, with respect to any Alternate Conversion, that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) 75% 30 The Notes prohibit the Company from entering into specified transactions involving a change of control unless the successor entity, which must be a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market, assumes in writing all of the Company’s obligations under the Note. The Company and its wholly-owned subsidiary, HMNY Zone Loan LLC each entered into a Security and Pledge Agreement in favor of the Investor as Collateral Agent. Pursuant to such Security and Pledge Agreements, the Notes are secured by a perfected first HMNY Zone Loan LLC also provided a Guaranty to the Investor as Collateral Agent whereby HMNY Zone Loan LLC guarantees the punctual payment of all obligations that accrue after the commencement of any insolvency proceeding of the Company, whether or not the payment of such obligations are enforceable or allowable in the insolvency proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Note financing documents, and agrees to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under the Guaranty or any other Note financing document. Under the terms of a Registration Rights Agreement with the Investor, the Company is required to register for resale the shares of common stock that are issuable upon conversion of the Notes, additional shares that could be used as payment of monthly interest plus an additional number of shares so that the total number of shares of common stock registered equals 125% 30 90 120 The Registration Rights Agreement provides for the payment of liquidated damages of one one (1.5%) The Company is required to keep the registration statement effective (and the prospectus contained therein available for use) pursuant to Rule 415 may 144 Investor Note The Investor Note is payable in full on December 7, 2017. $3 may, September 28, 2016, one (1) $1,301,075 (2) may $3 The Investor paid the entire $3 three December 31, 2016. Placement Agent Note and Warrants The aggregate principal amount of the Senior Secured Convertible Note issued to the placement agent (the “Placement Agent Note”) is $80,000. 15 6% 12% first 30 18% December 1, 2016 January 1, 2017 may may 360 In addition to issuing the Placement Agent Note, the Company issued a 5 9,908 $9.36 first may The warrant contained a fundamental transaction provision. Upon each such adjustment, the number of the shares of the Company’s common stock issuable upon exercise of the Warrant will increase proportionately. The Company accounted for such provision as a derivative liability and recognized the fair value at issuance. At each balance sheet date, the feature is re-valued and the corresponding change in fair value is recorded in other income and expense. Zone Note On the closing date, the Company used $750,000 September 7, 2017 6%. On October 25, 2016, $383,305, September 7, 2016, $1,133,305. first September 7, 2016, December 2, 2016 Terms: On December 2, 2016 two “December $6,720,000 $1,100,000 “December $4,900,000 $1,820,000 $4,900,000 December $720,000. The Notes The aggregate principal amount of the December $6,720,000. December 8 December 6% 12% first 30 18% December January 1, 2017 April 1, 2017 December may may December 360 twelve 30 The Investor may, December $4.45. may, ($4.00) The Investor also has the right to convert the December $4.00 ($4.00) 85% five 5, The Company accounted for the alternative conversion provisions as a derivative liability and recognized the fair value at issuance. At each balance sheet date, the feature is re-valued and the corresponding change in fair value is recorded in other income and expense. Under certain conditions, the Company has the right to redeem all, but not less than all, of the amounts remaining unpaid under the December December 115% may The December Following an Event of Default, the Investor may December may The Event of Default Redemption Price will be computed as a price equal to the greater of (i) 125% (1) 125% (2) December In addition, following an Event of Default, the holders of the December December 75% 30 The December The Company and its wholly-owned subsidiaries Zone Technologies, Inc. (“Zone”) and HMNY Zone Loan LLC each entered into a Security and Pledge Agreement in favor of the Investor as Collateral Agent. Pursuant to such Security and Pledge Agreements, the December first Zone and HMNY Zone Loan LLC also provided a Guaranty to the Investor as Collateral Agent whereby they guarantee the punctual payment of all obligations that accrue after the commencement of any insolvency proceeding of the Company, whether or not the payment of such obligations are enforceable or allowable in the insolvency proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Note Financing documents, and agree to pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under the Guaranty or any other Note financing document. Under the terms of a Registration Rights Agreement with the Investor, the Company is required to register for resale the shares of common stock that are issuable upon conversion of the Notes, additional shares that could be used as payment of monthly interest plus an additional number of shares so that the total number of shares of common stock registered equals 125% 30 90 120 The Registration Rights Agreement provides for the payment of liquidated damages of one one (1.5%) The Company is required to keep the registration statement effective (and the prospectus contained therein available for use) pursuant to Rule 415 may 144 December The December August 2, 2017. $4.9 may, December 31, 2016, one (1) $1,820,000 (2) may $4.9 Placement Agent Warrant On the Closing Date, the Company issued a 5 22,000 $4.45 first may The Placement Agent Warrant contains a fundamental transaction provision. Upon each such adjustment, the number of the shares of the Company’s common stock issuable upon exercise of the Placement Agent Warrant will increase proportionately. The Company accounted for such provision as a derivative liability and recognized the fair value at issuance. At each balance sheet date, the feature is re-valued and the corresponding change in fair value is recorded in other income and expense. Note Activity: Following is an analysis of the activity in the Senior Secured Convertible Notes during the year ended December 31, 2016: Amount Balance at December 31, 2015 $ - Issuance of Notes during the period 4,301,075 Issuance of Placement Agent Note 80,000 Issuance of December Notes during the period 6,720,000 Right of setoff of the Investor Notes (3,000,000 ) Right of setoff of the December Investor Notes (4,900,000 ) Receipt of proceeds from Investor Notes 3,000,000 Conversion of Notes (3,969,075 ) Debt discount (5,180,000 ) Original issue discount (1,021,075 ) Accretion of debt discount 4,000,500 Balance at December 31, 2016 $ 31,425 Under ASC 210 20 45 1, The funded and unfunded portion of the Investor Note consists of the following at December 31, 2016: December 31, 2016 December Investor notes - Available funding (subject to limitations) $ 4,900,000 Unfunded amount of investor notes (4,900,000 ) Investor notes - funded (prior to any repayments) $ - During the period January 1, 2017 March 31, 2017, $3,000,000 During the year ended December 31, 2016, $3,969,075 $46,283 804,401 From January 1, 2017 April 10, 2017, $1,857,000 $1,217 466,352 |