6. Debt | 3 Months Ended |
Mar. 31, 2015 |
Notes to Financial Statements | |
Note 6 - Debt | | | 31-Mar-15 | | | 31-Dec-14 | | | | | | | | |
Convertible Notes Payable (2009 Offering), which are made up of various individual notes | | | | | | | | | | | |
with an aggregate face value of $224,738, due one year from date of note, 6.0% interest | | $ | 224,738 | | | $ | 224,738 | | | | | | | | |
Convertible Notes Payable (11/10 Offering), which are made up of various individual notes | | | | | | | | | | | | |
with an aggregate face value of $1,861,003, due one year from date of note, 6.0% interest | | | 1,861,003 | | | | 1,861,003 | | | | | | | | |
WL Meyer Legacy Trust (fomerly CMS Acquisition LLC) Note Payable, with a face value of | | | | | | | | | | | | |
$77,696 due on September 17, 2016, interest at 6.0% thru May 15,2011; 10.0% thereafter | | | 77,696 | | | | 77,696 | | | | | | | | |
Convertible Notes Payable (5/12 Offering), made up of various individual notes with | | | | | | | | | | | | | | | |
a face value of $583,510, due in 18 months from date of note, interest at 6.0% | | | 583,510 | | | | 583,510 | | | | | | | | |
Convertible Note Payable (2/14 Offering), which is made up of one note with a | | | | | | | | | | | | | | | |
face value of $100,000 due in 18 months from date of note, interest at 6.0% | | | 100,000 | | | | 100,000 | | | | | | | | |
Total debt | | | 2,846,947 | | | | 2,846,947 | | | | | | | | |
Current maturities | | | (2,769,251 | ) | | | (2,846,947 | ) | | | | | | | |
Long-term portion, less current maturities | | $ | 77,696 | | | $ | - | | | | | | | | |
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Convertible Notes Payable - Since September 2008, the Company has conducted five offerings of units comprised of a convertible promissory note and a warrant, and one offering of a convertible note (with no warrant), having the terms set forth below: |
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Offering | | Note Interest Rate | | | Note Conversion Price | | | Warrant Exercise Price | | Term | | Closed or Open |
2008 Offering | | | 6 | % | | $ | 0.25 | | | $ | 0.45 | | One-year | | Closed |
2009 Offering | | | 6 | % | | $ | 0.08 | | | $ | 0.3 | | One-year | | Closed |
6/10 Offering | | | 12 | % | | $ | 0.08 | | | $ | 0.3 | | One-year | | Closed |
11/10 Offering | | | 6 | % | | $ | 0.06 | | | $ | 0.3 | | One-year | | Closed |
5/12 Offering | | | 6 | % | | $ | 0.1 | | | $ | 0.35 | | 18 months | | Closed |
2/14 Offering | | | 6 | % | | $ | 0.1 | | | | n/a | | 18 months | | Open |
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Each note holder retains the option of a cash repayment of the note plus interest, or the note can be converted at any time during the term of the note or prior to the closing of any Qualifying Equity Financing (minimum capital received of $5 million), into shares of Common Stock at the conversion price noted above. All notes have been recorded as debt (notes payable) in the financial statements, net of discounts for the conversion and warrant features (except for the 11/10, 5/12, and 2/14 Offerings which carried no discounts). See Subsequent Events footnote for further disclosure regarding our notes. |
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2008 Offering - During September 2008, the Company commenced an offering of units and raised a total of $642,000 of investment proceeds through March 31, 2009. As of March 31, 2010, all of these notes had either been converted to shares of our common stock or exchanged into our 2009 Offering (resulting in new notes with a total face value of $539,829, which included the original principal and interest through the date of exchange). |
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2009 Offering - During April 2009, the Company commenced an offering of units and raised a total of $1,198,500 of investment proceeds through August 2010. Three notes have been converted to shares of Common Stock (one each in 2009, 2010, and 2014). Beginning in March 2011, certain notes were exchanged into our 11/10 Offering. As a result, as of March 31, 2015, we had $224,738 face value of notes outstanding, which includes the exchanged notes from our 2008 Offering. All of these notes have matured. We plan to work with each remaining note holder to exchange, convert or repay these notes. |
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6/10 Offering - During June 2010, the Company commenced an offering of units and raised a total of $75,000 of investment proceeds in one note. Upon maturity in June 2011, this note was exchanged into our 11/10 Offering. As a result, the balance due on this offering is $-0-. |
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11/10 Offering - During November 2010, the Company commenced an offering of units and raised a total of $451,713 of investment proceeds. Three notes were converted to shares of Common Stock in 2011 and four notes were converted to shares of Common Stock in 2012. As of March 31, 2015, we had $1,861,003 face value of notes outstanding, which includes the exchanged notes from our 2009 Offering. As of March 31, 2015, approximately $1.7 million of these notes matured. We plan to work with each remaining note holder to exchange, convert or repay these notes. |
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5/12 Offering - During May 2012, the Company commenced an offering of units and raised a total of $583,510 of investment proceeds. As of March 31, 2015, all of these notes matured. We plan to work with each remaining note holder to exchange, convert or repay these notes. |
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2/14 Offering - During February 2014, the Company commenced an offering of units and, as of March 31, 2015, had raised a total of $100,000 of investment proceeds. |
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WL Meyer Legacy Trust (formerly CMS Acquisition, LLC) Note Payable - In September 2010, the Company issued a note in the amount of $100,000 (interest at 6.0% per annum through May 15, 2011 and 10.0% thereafter and secured by a security interest in the PSC Patent) and issued warrants to purchase 2,000,000 shares of Common Stock at a price of $0.05 per share. The note is due the earlier of: (i) September 17, 2016 pursuant to an amendment on March 17, 2015 or (ii) the date on which $500,000 or more in the aggregate is raised by the Company in future offerings. The warrants are exercisable at any time for five years from the date of issuance or reissuance. The value of these warrants has been recorded as a contra-balance amount discount with the note and was fully amortized (interest expense) as of February 28, 2011 (the original due date). As consideration in these amendments, the Company has: (i) paid $25,000 in February 2011 towards accrued interest to date and principal on the note, (ii) increased the interest rate to 10% as of May 15, 2011, (iii) re-dated the original warrants to March 17, 2015, (iv) issued new warrants for 300,000 shares of Common Stock with an exercise price of $0.05 and exercisable at any time until March 17, 2020, (v) issued new warrants for 150,000 shares of Common Stock with an exercise price of $0.10 and exercisable at any time until March 17, 2020, and (vi) the Company has approved the assignment of the note by CMS Acquisition LLC to the WL Meyer Legacy Trust per the March 17, 2015 amendment. As of March 31, 2015, $77,696 face value of this note is outstanding. |
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The discounts on all notes payable have been amortized on a straight-line basis over the original term of each note. All discounts were fully amortized and expensed as of June 30, 2011. The following is a summary of warrants issued and outstanding as of the dates below, at the exercise price and the amount of shares of Common Stock (these warrants have not been exercised or converted to shares of Common Stock). |
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| | Exercise | | | March 31, | | | December 31, | | | | |
Warrants issued to: | | Price | | | 2015 | | | 2014 | | | | |
Noteholders, 11/10 Offering | | $ | 0.3 | | | | 798,649 | | | | 798,649 | | | | |
Noteholders, 5/12 Offering | | $ | 0.35 | | | | 571,428 | | | | 571,428 | | | | |
Investors in Subscription Agrements (a) | | $ | 0.15 | | | | 15,105,000 | | | | 13,605,000 | | | | |
WL Meyer Legacy Trust | | $ | 0.05 | | | | 2,300,000 | | | | 2,300,000 | | | | |
WL Meyer Legacy Trust | | $ | 0.1 | | | | 150,000 | | | | - | | | | |
| | | | | | | 18,925,077 | | | | 17,275,077 | | | | |
(a) Warrants issued to investors under these Subscription Agreements can be exercised anytime within | | | | |
three years from date of Agreement. | | | | | | | | | | | | | | | |