Convertible Note Agreements - Related Party | NOTE 3 Convertible Note Agreements Related Party The Company currently has three debt facilities outstanding, all of them held by its chairman and principal shareholder. One convertible note in the amount of $1,997,483, dated February 1, 2013 was a consolidation of prior debt instruments. The note bore annual interest of 7.5%, was convertible at $0.35 per share and due December 31, 2016. On February 12, 2015, this note was modified by securing the note with all the assets of the Company and by extending the due date of the note from December 31, 2016 to December 31, 2020. The modification was accounted for as a debt extinguishment in accordance with ASC 470. As a result of the modification the Company recorded a loss on extinguishment of debt of $34,586 and all prior related debt discounts were fully amortized. During the six months ended June 30, 2017, the Company recognized interest expense of $74,290. As of June 30, 2017, the principal balance of the note is $1,997,483 and accrued interest amounted to $61,156. A second convertible note in the amount of $1,000,000 dated July 11, 2013 related to a new funding on that date. The note bore annual interest of 7.5%, was convertible at $1.00 per share and was due July 10, 2018. In connection with the note, the Company issued fiveyear warrants to purchase 500,000 shares of common stock at an exercise price of $1.30 per share. On February 12, 2015, this note was modified by securing the note with all the assets of the Company, by extending the due date of the note from July 10, 2018 to December 31, 2020 and by reducing the conversion rate of the note from $1.00 to $0.35 per share. The modification was accounted for as a debt extinguishment in accordance with ASC 470. As a result of the modification, the Company recorded a loss on extinguishment of debt of $562,062. Also, in connection with the modification the Company recorded a note discount of $60,390, related to the relative fair value of the warrants attached to the note. For the six months ended June 30, 2017, the Company recorded interest expense of $5,089 related to the amortization of the note discounts related to the warrants. As of June 30, 2017, the balance of the unamortized discount related to the warrants was $35,987. As of June 30, 2017, the principal balance on this note is $1,000,000 and accrued interest amounted to $72,740. In connection with the February 2015 debt modifications described above, the Company entered into a Secured Revolving Convertible Promissory Note Agreement for a credit facility of up to $4 million with its chairman and principal shareholder. On April 8, 2016, the Company and its chairman and principal shareholder entered into the First Amendment to Secured Revolving Convertible Promissory Note Agreement increasing the credit facility from $4 million to $5 million. On September 27, 2016, the Company and its chairman and principal shareholder entered into the Second Amendment to Secured Revolving Convertible Promissory Note Agreement increasing the credit facility from $5 million to $6 million. Under the agreements, the Company may, with the prior approval of its chairman and principal shareholder, receive advances under the secured convertible credit facility. Each advance bears an annual interest rate of 7.5%, is due December 31, 2020 and is convertible at the rate equal to the closing price of the Companys common stock on the day prior to the date the parties agree to the advance. In addition, the Company will issue the Companys chairman and principal shareholder two year warrants to purchase shares of common stock at an exercise price of $2.00 per share. The number of warrants issued equals 50% of the number of shares issuable upon the conversion of the related advance. For the six months ended June 30, 2017, the Company received two advances totaling $200,000 with conversion rates of $0.23 and $0.2785 per share, and issued two year warrants to purchase 396,925 shares of common stock at an exercise price of $2.00 per share. In connection with these advances, the Company has recorded loan discounts related to the warrants and the beneficial conversion features of the advances amounting to $9,661 and $9,661, respectively. During the six months ended June 30, 2017, the Company has recognized interest expense of $93,077 related to the amortization of loan discounts. As of June 30, 2017, the principal balance of the advances was $5,895,000 and the balance of the unamortized discounts related to the warrants and the beneficial conversion feature was $330,785 and $330,785, respectively. Accrued interest on the advances amounted to $165,933 as of June 30, 2017. The calculated loan discounts for warranties were based on the relative fair value of the warrants which were calculated by the Company based on the Black Scholes option pricing model, using expected volatilities of between 97.04% and 99.04%, based on the Companys historical stock price, discount rates from 1.19% to 1.22%, and expected terms of 2 years, the term of the warrants. A summary of notes payable and related discounts as of June 30, 2017 is as follows: Principal Unamortized Discount Debt, Net of Discount Related parties Secured Convertible notes payable $ 2,997,483 $ (35,987 ) $ 2,961,496 Secured Convertible Line of Credit 5,895,000 (661,570 ) 5,233,430 Less current portion Secured convertible notes payable and line of credit, net of current portion $ 8,892,483 $ (697,557 ) $ 8,194,926 |