Convertible Promissory Notes Payable [Text Block] | 9. Convertible Promissory Notes Payable January 31, 2016 January 31, 2015 Senior Secured Convertible Debentures, bearing interest at 6% per annum, collateralized by a priority general security agreement over all of the present and future assets of the company ranked pari passu to First and Second Kalamalka Amendment Agreement, due June 10, 2017 (i). $ - $ 7,169,832 First and Second Kalamalka Amendment Agreement, bearing interest at 6% per annum, collateralized by a priority general security agreement over all of the present and future assets of the company ranked pari passu to Senior Secured Convertible Debentures due October 1, 2016 (Note 9 (i)) (ii)) 600,000 600,000 Less: debt discounts - (7,163,982 ) 600,000 605,850 Less: current portion (600,000 ) - $ - $ 605,850 (i) Senior Secured Convertible Debentures On June 10, 2014 and July 8, 2014, the Company entered into Subscription Agreements (collectively, the “Subscription Agreements”) with several investors (collectively, the “Purchasers”) in connection with a private placement offering (the “Offering”) for aggregate gross proceeds of $7,309,832 through the sale of 292 units (the “Units”) at a price of $25,000 per Unit. Each Unit consisted of (i) a 6% convertible senior secured debenture in the principal amount of $25,000 (each, a “Debenture”) and (ii) warrants to purchase 4,167 of our common stock at an exercise price of $6.00 per share, subject to certain adjustment as set out in the warrant agreements (the “Warrants”). In connection with the close of the Offering, the Company issued Debentures in the aggregate principal amount of $7,309,832. As consideration, the Company (i) received gross cash proceeds equal to $6,094,100, before deducting agent fees and other transaction-related expenses; and (ii) exchanged 6% senior secured convertible notes in the aggregate amount of $1,094,159, being the principal and accrued interest due under such notes, for the issuance of Debentures in the aggregate principal amount of $1,215,732, at an exchange rate equal to 90% of the purchase price paid in the Offering. The aggregate principal amount was due on June 10, 2017 and was bearing interest at the rate of 6% per annum, payable semi-annually, in cash or in shares of common stock, at the option of the Company provided certain equity conditions of the Debentures had been met, valued at the then conversion price of the Debentures. During the year ended January 31, 2016, the Company issued an aggregate of 101,239 (2015: 48,750) shares of common stock as payment of $303,717 (2015: $146,245) in interest payable at regular interest payment dates under the terms of the Debentures. These shares of common stock were recorded at their fair value of $463,679 (2015: $274,823) on such interest payment dates, which was determined with reference to the quoted market price of the shares on such dates. The Debentures, along with any accrued and unpaid interest thereon, could be converted at any time, at the option of the holder, into common stock of the Company at a conversion price of $3.00 per share, subject to adjustment under the terms of the Debentures. Further, the Debentures would automatically convert into shares of the Company’s common stock (i) upon the closing of any financing with aggregate gross proceeds to the Company of at least $10,000,000 provided that the valuation of the Company was at least $50,000,000 or (ii) if the volume weighted average price of the Company’s shares was at or above $15 for at least 20 consecutive trading days. Repayment of the Debentures was collateralized against all the assets of the Company and its subsidiary, pursuant to a security agreement between the Company and an agent for the Purchasers. The Company issued an aggregate of 1,218,308 Warrants to the Purchasers to purchase, for a period of five years from the date of issuance, up to 1,218,308 shares of common stock at an initial exercise price of $6.00 per share, subject to adjustment. The Company has the right to call the Warrants if the volume weighted average closing price of its common stock exceeds $16.00 per share for more than 20 consecutive trading days at any time after June 10, 2016. In that event, the Warrants will expire 30 days following the date the Company delivers notice in writing to the Warrant holders announcing the call of the Warrants. At the date of issuance of the Debentures and Warrants, the Company was authorized to issue 2,500,000 shares of common stock, which was insufficient to settle the conversion of the Debentures and exercise of the Warrants. Consequently, under the guidance of ASC 815, management recorded a derivative financial instrument in the Company’s consolidated financial statements during the year ended January 31, 2015 (Note 11). In connection with the Subscription Agreements, the Company also entered into a Registration Rights Agreement with each Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement to register for resale the shares that have been or may be issued to the Purchasers upon conversion of the Debentures and upon exercise of the Warrants (the “Registration Statement”). The terms of the Registration Rights Agreement also triggered the requirement to account for the related embedded conversion option and investor warrants that have not been included in an effective registration statement as derivative financial instruments pursuant to the guidance of ASC 815. The Company also agreed to grant piggyback registration rights whereby the Company is required to include the shares of common stock issuable pursuant to exercise of the Agent Warrants (as defined below) in the Registration Statement. The Company allocated the proceeds from the issuance of the Debentures first to the derivative financial instruments, at their fair values, with the remainder being allocated to the Debentures. The fair value of the derivative financial instruments of $19,338,215 at issuance resulted in a debt discount at issuance of $7,309,832, the entire aggregate principal balance of the Debentures. The remaining derivative financial instruments value over the proceeds of the debt at issuance of $12,028,383 was immediately expensed on the consolidated statements of operations as derivative expense, during the year ended January 31, 2015. This discount was being amortized using the effective interest method over the term of the Debentures. During the year ended January 31, 2016, the Company recorded regular accretion expense of $59,935 (2015: $5,895) in accretion of this discount. In connection with the Offering, the Company incurred finance fees of $2,021,213 as follows: (i) The Company paid a cash commission of $468,513, or 8% of the gross proceeds raised from certain of the Purchasers; (ii) The Company issued 276,592 warrants to acquire common stock equal to 8% of the aggregate number of shares issuable upon conversion of the Debentures and exercise of the Warrants with respect to certain of the Purchasers (the “Agent Warrants”), on the same terms as the Warrants, except that the Agent Warrants are (i) exercisable at 100% of the conversion or exercise price of the Debentures and Warrants issued to the Purchasers in the Offering and (ii) contain a cashless exercise provision. The fair value of the Agent Warrants of $1,552,700 was determined using an option pricing model under the following assumptions: June 10, 2014 July 8, 2014 Risk-free interest rate 1.71% 1.70% Expected life (years) 5.00 5.00 Expected volatility (1) 147.39% 147.39% Stock price at issuance $6.00 $6.50 Dividend yields 0.00% 0.00% (1) As the Company has insufficient historical data on which to estimate expected future share price volatility, the Company estimated expected share price volatility based on the historical share price volatility of comparable entities. The finance fees were allocated to the Debentures and related derivative financial instruments in the same proportion as the allocation of proceeds to each instrument at the issuance date and, consequently, since the derivative financial instruments were allocated 100% of the proceeds, these finance charges were allocated to the derivative financial instrument at issuance and, as a result of these instruments being carried at fair value, were recorded as an immediate finance expense on the consolidated statements of operations during the year ended January 31, 2015. On September 8, 2014, the Company filed registration statement on Form S-1 with the SEC to register the sale of up to 1,039,276 shares of common stock issuable upon exercise of certain of the warrants issued in connection with the Offering, including 60,000 warrants issued under the Kalamalka Notes (Note 9(ii)) which contained piggyback registration rights, and 979,276 of the Warrants. On October 8, 2014, the SEC declared the registration statement effective. During the year ended January 31, 2016, the Company issued an aggregate of 79,025 (2015: 46,667) shares of common stock pursuant to the conversion of debt, including 77,789 (2015: 46,667) shares for $233,358 (2015: $140,000) in principal amounts converted, and 1,236 (2015: nil) shares as payment of $3,706 (2015: $Nil) in accrued and unpaid interest, not inclusive of the Automatic Conversion described below. The Company also recorded accelerated accretion expense of $232,918 (2015: $139,896) in respect of principal amounts converted during the year, not inclusive of the Automatic Conversion described below. Effective August 3, 2015, the Company amended the Debentures via the written consent of the Company and the holders of a majority of the aggregate principal amount of the Debentures outstanding such that the automatic conversion provisions of the Debentures were amended to provide that (i) the Debentures would automatically convert into shares of the Company’s common stock upon the closing, or any combination of closings, of any equity offerings or financings with aggregate gross proceeds to the Company of at least $8,000,000 ; and (ii) the amount of principal and interest to be converted in connection with such an automatic conversion shall include an additional amount of interest equal to six (6) months of interest that would have accrued under the terms of the Debentures. On December 23, 2015, the Company completed an underwritten public offering of its common stock, which triggered the automatic conversion of the Debentures such that the outstanding aggregate principal amount of $6,936,450 plus outstanding accrued and unpaid interest of $37,805, and additional interest of $208,093, equal to six (6) months of interest that would have accrued under the terms of the Debentures (the “Bonus Interest”), was automatically converted into an aggregate of 2,394,116 shares of common stock at a conversion price equal to $3.00 per share (the “Automatic Conversion”). The Company accounted for the Automatic Conversion of the Debentures under the guidance of ASC 470- 20 Debt with Conversion and Other (ii) Senior Secured Convertible Note Agreements with Kalamalka Partners On August 10, 2012, and November 14, 2013, the Company and its wholly owned subsidiary, Naked, entered into certain Agency Agreements (the “Agency Agreements”) with Kalamalka and certain lenders (the “Lenders”) as set out in the Agency Agreements whereby the Company agreed to borrow up to $800,000 from the Lenders under a revolving loan arrangement by the issuance of convertible promissory notes (the “Notes”) from time to time as such funds are required by the Company. The Notes were collateralized by a first priority general security agreement over the present and future assets of the Company and were bearing interest at 12% per annum, calculated and payable monthly. The principal amounts outstanding under any Note and all accrued and unpaid interest therein, were convertible into common stock at $30 per share at any time at the option of the Lender. These terms were later amended, as described below. On November 14, 2013, the Company entered into another Agency and Interlender Agreement with Kalamalka and certain lenders whereby the Company agreed to borrow up to an additional $300,000. During the year ended January 31, 2016, the Company recorded accretion expense of $Nil (2015: $5,587) in respect of the accretion of the original debt discounts on these Notes, and $Nil (2015: $18,300) in financing charges in respect of the amortization of fees incurred in connection with their issuance and modification. On April 4, 2014, the Company entered into another Amendment Agreements with Kalamalka and certain of the Lenders (the “Amendment Agreements”). In connection with the Amendment Agreements, the Company amended several of the Notes in the aggregate principal amount of $600,000 as follows; (i) the Company extended the due date of the Notes to October 1, 2016; (ii) the Company reduced the interest rate accruing under the Notes to 6% per annum, calculated and payable quarterly; (iii) the Company removed certain borrowing margin requirements; (iv) the Company reduced the conversion price on Notes in the aggregate principal amount of $400,000 from $20 per share to $10 per share; and (v) 12,500 share purchase warrants exercisable at a strike price of $20 until August 10, 2017 held by Kalamalka and 2,500 share purchase warrants at a strike price of $20 until August 10, 2018 (the “Existing Warrants”) were exchanged for 15,000 New Warrants, as defined and described below (the “Exchanged Warrants”). As consideration for facilitating such amendments, the Company granted 45,000 share purchase warrants to the Lenders and Kalamalka (the “New Warrants”). Each New Warrant issued to Kalamalka and the Lenders is exercisable into one common share at a price of $6 per share for a period of five years. The Company has the right to call the New Warrants if the volume weighted average closing price of the Company’s shares exceeds $16 per share for more than 20 consecutive trading days at any time after June 10, 2016. In that event, the New Warrants will expire 30 days following the date the Company delivers notice in writing to the warrant holders announcing the call of the Warrants. In addition, the New Warrants contained piggyback registration rights on any subsequent registration statement filed with the SEC. The New Warrants were included in the registration statement declared effective by the SEC on October 8, 2014 (Note 9(i)). The Company assessed the guidance under ASC 470-60 Troubled Debt Restructurings Risk-free interest rate 0.66% Expected life (years) 2.50 Expected volatility (1) 141.72% Stock price $9.20 Dividend yields 0.00% The fair value of the New Warrants of $384,100 was determined using the Black Scholes option pricing model with the following assumptions: Risk-free interest rate 1.71% Expected life (years) 5.00 Expected volatility (1) 149.76% Stock price at date of issuance $9.20 Dividend yields 0.00% The fair value of the Exchanged Warrants of $23,300 was determined as the difference between the fair value of these warrants exchanged and the fair value of the New Warrants received. The fair values were determined using the Black Scholes option pricing model with the following weighted average assumptions: Existing Exchanged Warrants Warrants Risk-free interest rate 0.96% 1.71% Expected life (years) 3.52 5.00 Expected volatility (1) 146.70% 149.76% Stock price at date of issuance $9.20 $9.20 Dividend yields 0.00% 0.00% (1) As the Company has insufficient historical data on which to estimate expected future share price volatility, the Company estimated expected share price volatility based on the historical share price volatility of comparable entities. The loss was recorded on the consolidated statement of operations during the year ended January 31, 2015, with a corresponding credit to additional paid in capital. In connection with the Amendment Agreements, the Company incurred $36,993 in financing fees. These costs have been recorded as a deferred financing charge and are being amortized using the effective interest method over the term of the amended Notes. During the year ended January 31, 2016, the Company recorded financing expense of $28,364 (2015: $23,043) in respect of the amortization of these charges. During the year ended January 31, 2015, the remaining Note in the aggregate principal amount of $100,000 plus $1,868 in accrued interest therein was settled by the issuance of 25,467 common stock of the Company at a conversion price of $4 per share. The Company recorded debt conversion expense of $187,438, related to the fair value of the additional units issued as a result of converting at the lower conversion price than the contractual conversion rate. The fair value of the shares issued of $289,306 was determined with reference to their quoted market price on the date of issuance. (iii) On June 5, 2014, the Company entered into a Note Termination Agreement pursuant to which the Company agreed to settle the full amount outstanding under a convertible promissory note in the principal amount of $124,444 in exchange for (i) a one-time cash payment of $175,000 and (ii) 8,250 common stock of the Company. The promissory note had been convertible, at any time by the lender, into shares of common stock of the Company at a price which is the lesser of $10.60 or 60% of the lowest trade price in the 25 trading days prior to the conversion (the “Conversion Price”). This resulted in a loss on extinguishment of debt of $38,405, being the fair value of aggregate consideration given of $217,240 less the book value of this Note of $3,735 (after a debt discount of $120,709) and a related embedded conversion feature being accounted for as a derivative liability of $175,100. The fair value of the shares issued of $42,240 was determined with reference to the quoted market price of the Company’s common stock on the date of issuance. During the year ended January 31, 2016, the Company recorded accretion expense of $Nil (2015: $2,065) in respect of the accretion of the discount on this note. (iv) During the year ended January 31, 2015, the Company repaid various convertible promissory notes in the aggregate principal amount of $133,500 through cash payments of $189,640. The repayment of these promissory notes resulted in net gains on extinguishment of debt of $32,958, being the cash consideration paid upon redemption less the carrying value of the Note and any related embedded conversion features of $64,900, which were being accounted for as derivative financial instruments. During the year ended January 31, 2016, the Company recorded accretion expense of $Nil (2015: $20,106) in respect of the accretion of the discount on this note and financing charges of $Nil (2015: $17,124) in respect of the amortization of third party debt issuance costs incurred in connection with this note. (v) During the year ended January 31, 2015, the Company repaid a convertible promissory note in the principal amount of $128,705 through a debt settlement agreement with the lender whereby the Company agreed to exchange the remaining outstanding principal amount for a 6% senior secured convertible note, which was later converted into a Subsequent Financing. (Note 9(i)). The Company assessed the guidance under ASC 470-60 Troubled Debt Restructurings and determined that this guidance did not apply to the exchange of debt instruments. Under the guidance of ASC 470-50, the exchange was considered a substantial change in the terms of the loan facility and, accordingly, the Company applied debt extinguishment accounting. The Company calculated the fair value of the amended Note by discounting future cash flows using a discount rate representative of current borrowing rates for debt instruments and valuing the discount included in the amended note with respect to its conversion into a Subsequent Financing (Note 9(i)). There was a trivial gain on settlement which was not recorded in these consolidated financial statements. During the year ended January 31, 2016, the Company recorded accretion expense of $Nil (2015: $7,754) in respect of the accretion of the discount on this note and financing charges of $Nil (2015: $4,857) in respect of the amortization of third party debt issuance costs and interest costs incurred in connection with this note. |