Convertible and Other Notes Payable | Note 11 Convertible and Other Notes Payable Convertible and Other Notes Payable are as follows: Commitment Outstanding as of October 31, 2015 Available Proceeds Interest Rate Maturity Colorado Medical Finance Services, LLC * $ 500,000 $ 183,070 316,930 17.5 September 2016 JSJ 275,000 275,000 - 12 March 2016 Typenex 1,005,000 255,000 750,000 10 April 2022 JMJ 900,000 385,000 515,000 10 September 2017 Vis Vires 250,000 250,000 - 8 June 2016 * Line of Credit. Revolving Line of Credit The Company entered into an unsecured Revolving Line of Credit Agreement with Colorado Medical Finance Services, LLC, dba Gold Gross Capital LLC, with an effective date of February 16, 2015 500,000 250,000 17.5 10 7.5 September 26, 2016 10 20 250,000 183,070 Convertible Note with JSJ Investments Inc. On September 9, 2015, we entered into a 12 JSJ JSJ Convertible Note 275,000 Amounts owed under the JSJ Convertible Note accrue interest at the rate of 12% per annum ( 18 The JSJ Convertible Note and all accrued interest is convertible at the option of the holder thereof into the Company's common stock at any time. The conversion price of the JSJ Convertible Note is 60 10 three In connection with the issuance of the note, we agreed to pay $ 5,000 The JSJ Convertible Note contains standard and customary events of default, including in the event we fail to timely file any and all reports due with the Securities and Exchange Commission. Upon the occurrence of an event of default, JSJ can demand that we immediately repay 150% of the outstanding balance of the JSJ Convertible Note together with accrued interest (and default interest, if any). Pursuant to the terms of the JSJ Convertible Note, JSJ agreed not to engage in any short sales or hedging transactions of our common stock. At no time may the JSJ Convertible Note be converted into shares of our common stock if such conversion would result in JSJ and its affiliates owning an aggregate of in excess of 4.99 9.99 61 The goal is for the Company to utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the JSJ Convertible Note prior to any conversion. In the event that the JSJ Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the JSJ Note is converted into common stock. Convertible Promissory Note with Typenex Co-Investment, LLC On September 14, 2015 (the Closing Date Typenex SPA Typenex Typenex Note 1,005,000 four The Typenex Note has a term of 20 10 22 1,005,000 250,000 255,000 5,000 250,000 Investor Notes one 10 Beginning on the date that is six ( 6 75,000 Beginning six ( 6 0.30 3 0.30 Market Price 40 60 5 0.10 three 3 10 20 The Company has the right to prepay the Typenex Note under certain circumstances, subject to payment of a 35 six 50 If, at any time that the Typenex Note is outstanding, the Company sells or issues any common stock or other securities exercisable for, or convertible into, Common Stock for a price per share that is less than the conversion price applicable under the Typenex Note, then such lower price will apply to all subsequent conversions by Typenex for a period of 20 The Typenex Note includes customary and usual events of default. In the event of a default, the Typenex Note may be accelerated by Typenex. The outstanding balance would be immediately due and payable and we are required to repay Typenex additional amounts (including the value of the amount then due in common stock, at the highest intraday trading price of the amount then due under the note) and/or liquidated damages in addition to the amount owed under the Typenex Note. In addition, we owe certain fees and liquidated damages to Typenex if we fail to timely issue shares of common stock under the Typenex Note. Typenex is prohibited from owning more than 4.99 10,000,000 9.99 Amounts owed by us under the Typenex Note are secured by a first priority security interest granted to Typenex pursuant to the terms of a Security Agreement entered into with Typenex, in each of the Investor Notes. The goal is for the Company to utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the Typenex Convertible Note prior to any conversion. In the event that the Typenex Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Typenex Note is converted into common As of October 31, 2015, the outstanding balance of the Typenex Note was $ 255,000 Convertible Promissory Note with JMJ Financial On September 16, 2015, we sold JMJ Financial ( JMJ 900,000 JMJ Convertible Note 350,000 385,000 10 900,000 two The JMJ Convertible Note (including principal and accrued interest and where applicable other fees) is convertible into our common stock, at any time, at the lesser of $ 0.75 65 35 two 20 10 5 4.99 A one 12 Until 180 40 160 We agreed that we would reserve 25 four 2,000 The JMJ Convertible Note provides for customary events of default including, our failure to timely make payments under the JMJ Convertible Note when due, our entry into bankruptcy proceedings, our failure to file reports with the SEC, our loss of DTC eligibility for our common stock, and the investor's loss of the ability to rely on Rule 144. Additionally, upon the occurrence of an event of default, as described in greater detail in the JMJ Convertible Note, and at the election of JMJ, we are required to pay JMJ, either (i) the amount then owed under the note divided by the applicable conversion price, on the date the default occurs or the default amount is demanded (whichever is lower), multiplied by the volume weighted average price on the date the default occurs or the default amount is demanded (whichever is higher), or (ii) 150 18 For so long as the JMJ Convertible Note is outstanding JMJ agreed not to effect any short sales The goal is for the Company to utilize this debt as growth capital to help accelerate projects that generate revenue. We hope to repay the JMJ Convertible Note prior to any conversion. In the event that the JMJ Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the JMJ Note is converted into common stock. Convertible Promissory Note with Vis Vires Group On September 24, 2015, we Vis Vires 254,000 Vis Vires Convertible Note The Vis Vires Convertible Note bears interest at the rate of 8 22 The principal amount of the Vis Vires Convertible Note and all accrued interest is convertible at the option of the holder thereof into our common stock at any time following the 180 65 35 five ten 0.00009 three 2,000 At no 9.99 We may prepay in full the unpaid principal and interest on the Vis Vires Convertible Note, upon notice, any time prior to the 180 108 133 The Vis Vires Convertible Note also contains customary positive and negative covenants. We paid $ 4,000 The goal is for the Company to utilize this debt and similar debt incurred in the past several weeks as growth capital to help accelerate projects that generate revenue. We hope to repay the Vis Vires Convertible Note prior to any conversion. In the event that the Vis Vires Note is not repaid in cash in its entirety, Company shareholders may suffer dilution if and to the extent that the balance of the Vis Vires Note is converted into common stock. The Company assessed the classification of its derivative financial instruments as of October 31, 2015, which consist of convertible instruments and rights to shares of the Company's common stock, and determined that such derivatives meet the criteria for liability classification under ASC 815. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for Accounting for Derivative Instruments and Hedging Activities Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as The Meaning of Conventional Convertible Debt Instrument ASC 815-40 provides that, among other things, generally, if an event is not within the entity's control or could require net cash settlement, then the contract shall be classified as an asset or a liability. Debt Maturity Schedule The following table summarizes the Company's annual principal maturities of debt for the five years subsequent to December 31, 2015: Year ended December 31, 2015 $ - 2016 708,070 2017 385,000 2018 - 2019 - Thereafter 255,000 $ 1,348,070 Third Party Loan In October 2015, we borrowed $ 150,000 The October 2015 loan has a seven 202,500 147 1,378 30 85 31 90 90 . |