NOTES PAYABLE | NOTE 5 — NOTES PAYABLE Notes payable consisted of the following at June 30, 2017 and December 31, 2016: Shares Shares Underlying Principal Discount Carrying Underlying Principal Discount Carrying Notes June Outstanding Amount Amount Notes Year Interest Rate Conversion Outstanding Amount Amount 30, December 31, December 31, December 31, December 31, Issued Range Term of Notes Price June 30, 2017 June 30, 2017 June 30, 2017 2017 2016 2016 2016 2016 Notes payable 2013 10% Due on demand — $ 890,000 $ — $ 890,000 — $ 854,900 $ — $ 854,900 — 2015 11% Due on demand — — — — — 2,406,194 — 2,406,194 — 2016 11% Due on demand — 833,335 — 833,335 — 833,335 — 833,335 — 2017 11% Due on demand — 2,653,048 — 2,653,048 — — — — — $ 4,376,383 $ — $ 4,376,383 — $ 4,094,429 $ — $ 4,094,429 — Current $ 4,376,383 $ — $ 4,376,383 — $ 4,094,429 $ — $ 4,094,429 — Non-current $ — $ — $ — — $ — $ — $ — — Notes payable - related party 2012 8% Due on demand — $ 300,000 $ — $ 300,000 — $ 500,000 $ — $ 500,000 — 2013 8% Due on demand — — — — — 50,000 — 50,000 — 2015 10% - 11% Due on demand — 410,000 — 410,000 — 514,340 — 514,340 — 2016 10% - 11% Due on demand — 860,510 — 860,510 — 860,510 — 860,510 — 2017 10% Due on demand — 12,000 — 12,000 — — — — — $ 1,582,510 $ — $ 1,582,510 — $ 1,924,850 $ — $ 1,924,850 — Current $ 1,582,510 $ — $ 1,582,510 — $ 1,924,850 $ — $ 1,924,850 — Non-current $ — $ — $ — — $ — $ — $ — — Convertible notes payable 2011 10% 5 years $3.05 $ 300,000 $ — $ 300,000 98,285 $ 300,000 $ — $ 300,000 98,285 2014 10% Due on demand - 2 years $ 3.05-$3.60 475,909 — 475,909 162,952 452,168 — 452,168 152,986 2015 10% 2 years $ 3.50-$3.60 1,543,594 3,255 1,540,339 455,630 2,904,800 104,389 2,800,411 889,115 2016 10% Due on demand — 1 year $ 3.50-$4.50 3,720,174 265,080 3,455,094 945,712 8,126,129 1,475,744 6,650,385 2,193,687 2017 10% Due on demand — 2 years $ 3.50-$7.60 7,476,026 3,394,402 4,081,624 1,988,694 — — — — $ 13,515,703 $ 3,662,737 $ 9,852,966 3,651,273 $ 11,783,097 $ 1,580,133 $ 10,202,964 3,334,073 Current $ 12,839,151 $ 3,198,482 $ 9,640,669 3,211,532 $ 10,499,303 $ 1,294,296 $ 9,205,007 2,984,161 Non-current $ 676,552 $ 464,255 $ 212,297 439,741 $ 1,283,794 $ 285,837 $ 997,957 349,912 Convertible notes payable - related party 2012 10% Due on demand $3.30 $ 254,000 $ — $ 254,000 80,807 $ 254,000 $ — $ 254,000 94,532 2015 10% 2 years $4.50 220,000 — 220,000 56,887 220,000 — 220,000 54,463 $ 474,000 $ — $ 474,000 137,694 $ 474,000 $ — $ 474,000 148,995 Current $ 474,000 $ — $ 474,000 134,556 $ 474,000 $ — $ 474,000 148,995 Non-current $ — $ — $ — 3,138 $ — $ — $ — — Grand Total $ 19,948,596 $ 3,662,737 $ 16,285,859 3,788,967 $ 18,276,376 $ 1,580,133 $ 16,696,243 3,483,068 The weighted-average stated interest rate of notes payable as of June 30, 2017 and December 31, 2016 was 10%. The weighted-average effective interest rate of notes payable for the six-month period ended June 30, 2017 and the year ended December 31, 2016 was 31% and 27%, respectively, after giving effect to discounts relating to beneficial conversion features and the fair value of warrants issued in connection with these notes. The notes payable and convertible notes payable do not have restrictive financial covenants or acceleration clauses associated with a material adverse change event. The holders of the convertible notes have the option to convert their notes into Company common stock at the stated conversion price during the term of their convertible notes. Conversion prices on these convertible notes payable range from $3.05 to $3.60 per share. Certain notes with a $4.50 or a $7.00 stated conversion price in the second year of their two-year term are subject to automatic conversion into shares of Company common stock at a conversion price equal to 80% of the initial public offering price at the time of a qualified public offering. All notes due on demand are treated as current liabilities. Contractual principal payments due on notes payable are as follows: Year Ending June 30, 2017 2017 $ 17,987,243 2018 $ 1,405,762 2019 $ 555,591 Total $ 19,948,596 The Company estimated the total fair value of any beneficial conversion feature and accompanying warrants in allocating the note proceeds. The proceeds allocated to the beneficial conversion feature were determined by taking the estimated fair value of shares issuable under the convertible notes less the fair value of the number of shares that would be issued if the conversion rate equaled the fair value of Company common stock as of the date of issuance (see Note 2). The fair value of the warrants issued in conjunction with notes was determined using the Black Scholes Merton Option Pricing Model with the following inputs for the periods ended December 31, 2016. The Company did not issue any warrants in conjunction with notes in the six months ended June 30, 2017. December 31, 2016 Stock price $ 5.00 Exercise price $ 4.50 - 4.70 Term 5 years Risk-free interest rate 1.01 - 1.28% Expected dividend yield — Expected volatility 65.4 - 69.6% In situations where the notes included both a beneficial conversion feature and a warrant, the proceeds were allocated to the warrants and beneficial conversion feature based on their respective pro rata fair values. |