Convertible Debentures | 3 Months Ended |
Sep. 30, 2014 |
Convertible Debentures [Abstract] | ' |
Convertible debentures | ' |
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Note 3. Convertible debentures |
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Balance of convertible debenture issued in 2008 consist of the following as of June 30, 2014 and June 30, 2013: |
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| | 2014 | | 2013 |
Convertible debenture issued 2008 | | $ | 1,500,000 | | | $ | 1,500,000 | |
Debenture discount | | | (1,500,000 | ) | | | (1,500,000 | ) |
Debenture discount amortized | | | 1,500,000 | | | | 1,500,000 | |
Debenture converted to shares | | | (1,000,000 | ) | | | — | |
Convertible debenture, current portion | | $ | 500,000 | | | $ | 1,500,000 | |
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On November 4, 2008, Quantum Materials Corp entered into a Securities Purchase Agreement, Debenture, Security Agreement, Subsidiary Guarantee Agreement, Registration Rights Agreement, Escrow Agreement, Stock Pledge Agreement and other related transactional documents (the “Transaction Documents”) to obtain $1,500,000 in gross proceeds from three non-affiliated parties (collectively hereinafter referred to as the “Lenders”) in exchange for 3,525,000 restricted shares of Common Stock of Quantum Materials Corp (the “Restricted Shares”) and Debentures in the principal amount aggregating $1,500,000. Each Debenture originally had a term of three years maturing on November 4, 2011 bearing interest at the rate of 8% per annum and is prepayable by Quantum Materials Corp at any time without penalty, subject to the Debenture holders’ conversion rights. In 2011, the Company obtained annual one year extension of the maturity date of the Debentures through November 4, 2014. In partial consideration of such a loan extension, the Company agreed to issue to the Debenture holders warrants to purchase an aggregate of 2,000,000 shares of Common Stock exercisable at $.10 per share. These Warrants contain cashless exercise provisions in the event that there is no current registration statement filed. The maturity date was extended to November 4, 2014 in June 2013 and the conversion price per share was lowered as described below. |
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In recognition of the 3,525,000 shares issued at origination, the Company recorded a discount of $1,155,826. The discount is made up of two components: $577,913 related to the discount for the relative fair value of the shares issued; and $577,913 related to a beneficial conversion feature. The discount was amortized over the 3 year life of the debenture, using the interest rate method and recorded as interest expense. Each Debenture is convertible at the option of each Lender into Quantum Materials Corp’s Common Stock (the “Debenture Shares”, which together with the Restricted Shares shall collectively be referred to as the “Securities”) at a conversion price of $.2667 per share (the “Conversion Price”). In October 2010, the conversion price was decreased to $0.12 per share and in June 2013, the conversion price was lowered to $.06 per share. |
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The Registration Rights Agreement requires Quantum Materials Corp to register the resale of the Securities within certain time limits and to be subject to certain penalties in the event Quantum Materials Corp fails to timely file the Registration Statement, fails to obtain an effective Registration Statement or, once effective, to maintain an effective Registration Statement until the Securities are saleable pursuant to Rule 144 without volume restriction or other limitations on sale. The Debentures are secured by the assets of Quantum Materials Corp and are guaranteed by Solterra as Quantum Materials Corp’s subsidiary. To date, no registration statement has been filed by the Company or demanded by the Debenture Holders. |
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On June 30, 2014, $1 million of the Debentures were converted into 16,666,667 common shares. The remaining $500,000 of Debentures is currently due on November 4, 2014 and is convertible at $.06 per share, subject to anti-dilution protection for stock splits, stock dividends, combinations, reclassifications and sale of Quantum Materials Corp’s Common Stock a price below the Conversion Price. Certain changes of control or fundamental transactions such as a merger or consolidation with another company could cause an event of default under the Transaction Documents. As of the filing date of this Form 10-K, the Company believes it is in compliance with terms of the Transaction Documents and Debenture Holders have taken no action under the Transaction Documents to accelerate the payment date under the Debentures or any other rights or remedies that they may have thereunder. |
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The Transaction Documents include a Stock Pledge Agreement pursuant to which Stephen Squires, the Company's Chief Executive Officer, had pledged 20,000,000 shares of our Common Stock to the Debenture holders (the “Holders”). The 20,000,000 shares which were the subject of a Pledge Agreement were released to Mr. Squires following the debt conversion described above. |
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The Company has also issued shares, on a quarterly basis, for interest that has accrued on the outstanding debt. |
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In accounting for the above convertible debentures, the Company has recognized a derivative liability associated with the conversion feature, in the amount of $1,307,790 and $1,871,337, as of September 30, 2014 and June 30, 2014, respectively. |
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Convertible Notes |
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Balance of convertible notes issued in 2014 consist of the following as of: |
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| | 30-Sep-14 | | 30-Jun-14 |
Convertible debenture, face value of $400,000, issued February 6, 2014, 8.0% interest rate, maturing January 31, 2016, convertible at $0.04, debt discount of $95,603, net of accumulated accreted interest of $21,333 | | $ | 336,265 | | | $ | 324,317 | |
Convertible debentures, six (6) identical issues, aggregate face value of $375,050, issued September 18, 2014, 6.0% interest rate, maturing September 18, 2019, convertible at $0.15, debt discount of $203,074, net of accumulated accreted interest $0 | | | 171,976 | | | | — | |
Total convertible debentures | | | 508,241 | | | | 324,317 | |
Convertible debt, current portion | | | — | | | | — | |
Convertible debt, long-term portion | | $ | 508,241 | | | $ | 324,317 | |
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February 2014 Convertible Note: |
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On February 6, 2014, the Company entered into a Securities Purchase Agreement, Debenture, Security Agreement, Subsidiary Guarantee Agreement, Registration Rights Agreement, Escrow Agreement, Stock Pledge Agreement and other related transactional documents (the “Transaction Documents”) to obtain $400,000 in gross proceeds from two non-affiliated parties (collectively hereinafter referred to as the “Lenders”) in exchange for 5,000,000 common stock warrants exercisable at $.06 per share through December 31, 2016. The Debenture has a term of two years maturing on January 31, 2016. The Debenture bears interest at the rate of 8% per annum and is pre-payable by the Company at any time without penalty, subject to the Debenture holders’ right of conversion at a conversion price of $.04 per share. The debt is secured by a security interest in certain microreactor equipment. Pursuant to the Securities Purchase Agreement, the investor has certain preferential rights to fund a second microreactor at a cost of up to $650,000. In the event of a second investment, the investor would receive warrants to purchase up to 8,125,000 shares, exercisable at $.06 per share with the second Debenture convertible at a conversion price of $.06 per share. The Agreement also provides for the investor to have the right to appoint one member to the Company’s Board of Directors in the event that any one of the aforementioned Debentures are converted into Common Stock of the Company. |
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In accounting for the above convertible debentures, the Company allocated the fair value of the warrants to the proceeds received and has recognized a beneficial conversion expense of $115,603, warrant expense of $95,603 recorded as debt financing costs, and interest expense of $19,920 for the year ended June 30, 2014. The debt discount or deferred financing costs are amortized using the effective interest rate method over the life of the loan terms, twenty-four months. |
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The debenture funds are held in escrow and released as progress payments are made on the microreactor construction. The funds which have been released as payment are originally classified as Deposits on Assets, until such time that the microreactor was put in service. The amounts are now classified as the Microreactor Equipment. |
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September 2014 Convertible Note |
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On September 18, 2014, the Company entered into a Convertible Debenture Agreements to obtain a total of $375,050 in gross proceeds from five non-affiliated parties (collectively hereinafter referred to as the “Lenders”). The Debenture has a term of five years maturing on September 18, 2019. The Debenture bears interest at the rate of 6% per annum and is pre-payable by the Company at any time without penalty. The Debenture holders’ have the right of conversion at a conversion price of $.15 per share at any date, and will receive an equal number of warrants (2,500,333) having a strike price of $.30 per share. |
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In accounting for the above convertible debentures, the Company allocated the fair value of the warrants to the proceeds received and has recognized a beneficial conversion expense of $171,976, warrant expense of $203,074 recorded as debt financing costs, and interest expense of $0 for the three months ended September 30, 2014. The debt discount or deferred financing costs are amortized using the effective interest rate method over the life of the loan terms, sixty months. |