Financing Arrangements | 3 Months Ended |
Mar. 31, 2014 |
Financing Arrangements [Abstract] | ' |
Financing Arrangements | ' |
6. Financing Arrangements |
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The Company has raised debt through several forms of borrowing including bank loans, loans from Directors and other affiliated parties and unaffiliated third party investors. Certain of the debt was issued with detachable warrants that permit the investor to acquire shares of the Company’s common stock at prices as specified in the individual agreements. See Note 12 for additional information regarding conversions of debt and accrued interest into common stock in 2013 and for the three months ended March 31, 2014. |
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Following is a summary of debt outstanding: |
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| As of | |
| 31-Mar-14 | | | 31-Dec-13 | |
| (unaudited) | | | (audited) | |
Senior Secured Note Payable, due August 2013 | | $ | 1,312,500 | | | $ | 1,562,500 | |
Secured Convertible Notes, due June through August 2014 | | | 600,000 | | | | 770,000 | |
Notes Payable to Directors and Affiliates | | | 4,665,000 | | | | 2,350,000 | |
Convertible Notes, due March 2015, interest at 10% | | | 575,000 | | | | 575,000 | |
Convertible Term Loans, due December 2016, interest at 10% | | | 600,000 | | | | 500,000 | |
Convertible, Subordinated Notes, due March 2012 interest at 6% | | | 100,000 | | | | 112,561 | |
Convertible Subordinated Note, due April 2015 interest at 9% | | | 200,000 | | | | 200,000 | |
Convertible Subordinated Notes, due February 2015 interest at 0% | | | 300,000 | | | | - | |
Series Subordinated Notes, as of March 31, 2014 were due from December 2014 through March 2015. Stated interest ranges of 12%, effective interest ranged from 28% to 261%. | | | 613,808 | | | | 863,808 | |
Notes Payable, due February 2015, interest at 10% | | | 250,000 | | | | 100,000 | |
Notes Payable, interest between 8.25% and 12% | | | 74,486 | | | | - | |
Installment Note Payable – Bank | | | 330,020 | | | | 137,383 | |
Total | | | 9,620,814 | | | | 7,171,252 | |
Unamortized discount | | | (54,513 | ) | | | (67,327 | ) |
Total debt, net | | | 9,566,301 | | | | 7,103,925 | |
Less: current maturities | | | 8,461,818 | | | | 3,170,672 | |
Long-term portion | | $ | 1,104,483 | | | $ | 3,933,253 | |
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Future maturities of long-term debt at March 31, 2014 are as follows: |
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Nine months ended December 31, 2014 | | $ | 4,412,050 | | | | | |
2015 | | 4,479,765 | | | | | | |
2016 | | | 674,486 | | | | | |
| | $ | 9,566,301 | | | | | |
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Senior Secured Note Payable |
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In October 2012, the Company entered into a Loan and Security agreement (the “Secured Loan Agreement”) that provides for borrowings of up to $1,500,000. Borrowing under the Secured Loan Agreement is secured by all property of the Company including tangible and intangible property. In addition, the Secured Loan Agreement contained certain negative pledges and restrictions on certain types of transactions and use of loan proceeds. The note is guaranteed by a Company director and the spouse of the director. The loans carry stated interest rates from 10-16%. In the event of default interest rates increase to 14% -20%. The Secured Loan Agreement’s stated expiration date was April 23, 2013. Beginning in August 2013 the Company was in default and borrowings are charged interest at the default rates. In addition, the agreement contains certain covenants, some of which the Company was not in compliance with. The note was amended in February 2013 and an additional $1,000,000 was borrowed. Further, as part of this amendment the lender will receive a payoff premium of $750,000 which the Company accrued as interest expense in 2013. In December, 2013 $1.0 million of principal was repaid. During the three months ended March 31, 2014, the Company repaid an additional $250,000. |
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In March 2014 the forbearance agreement with the Senior Secured lender was extended to May 12, 2014. In consideration for the extension the Company agreed to issue $1 million of the Company’s common stock, the number of shares to be determined by reference to lowest per share price in the Company’s planned offering of common stock. During the three months ended March 31, 2014, the Company recorded interest expense of $373,134 related to this extension. On May 1, 2014, the Company entered into an agreement with an investor to draw on the $4 million convertible term loan, due December 2016 for an amount sufficient to satisfy their outstanding obligation to the Senior Secured Lender, but not to exceed the loan limit of $4 million, for a maximum borrowing of $3.4 million as of March 31, 2014. |
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The lender also received a warrant to purchase 76,228 shares of Company common stock at $9.00 per share. The warrant expires in October 2017. Including the value of the warrant at the date of issuance, the effective interest rate on the full $2,500,000 available under the Secured Loan Agreement is 38%. The exercise price of the warrant is subject to downward adjustment in the event of the subsequent sale of common stock or convertible debt at a lower price, as defined, prior to exercise of the warrant. As a result of this provision, the Company determined that the warrant should be accounted for as a liability carried at fair value. In February 2013, the exercise price was adjusted to $2.88 and the number of shares of Company common stock to be acquired was increased to 238,212 based on a qualifying transaction. The Company determined the value of the warrant to be $216,000 and $309,000 at March 31, 2014 and December 31, 2013, respectively. |
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The Company also incurred financing costs in conjunction with this transaction aggregating $62,500 that are owed under the same terms as terms as the Secured Loan Agreement. |
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Secured Convertible Notes, due June through August 2014 |
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In June through August 2013 the Company borrowed $770,000 under secured convertible notes. The notes bear interest at the annual rate of 10% and mature one year from the date of issue. In the event of default the annual rate of interest increases by 5%. The Company can prepay the loans at any time without penalty. Borrowings under the notes are secured by all property of the Company including tangible and intangible property. In addition, the notes contain certain negative pledges and restrictions on certain types of transactions and use of loan proceeds. The rights under this note are senior to all other debt, other than the Senior Secured Note described above which ranks senior to this note. |
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Upon completion of certain equity financing transactions as defined in the notes, the outstanding principal and unpaid interest is automatically converted into common stock. The conversion rate per share is equal to 75% of the per share price of the securities offered in the defined financing transaction. During the three months ended March 31, 2014, the Company repaid $100,000 and converted into equity $70,000 of principal and $1,764 of accrued interest at a conversion rate of $4.00 per share. (See Note 12) |
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Notes Payable to Directors and Affiliates |
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In November 2010, the Company borrowed $300,000 from a director. The loan was unsecured, had a stated interest rate of 6% and was due in equal monthly installments of $9,127 until fully amortized in November 2013. In conjunction with the loan agreement, the director received 17,484 shares of common stock with an aggregate value of $69,937. The remaining balance on this loan was converted to common stock in 2013. (See Note 12) |
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In 2012, the Company borrowed $1,000,000 in unsecured notes from certain current or former directors or their affiliates. These notes had a stated effective annual interest rate of 24% for the first 60 days and 40% thereafter until paid. These loans were converted to common stock in 2013. (See Note 12) |
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In October 2012, a director of the Company issued a loan to the Company for $1,105,000, replacing a note payable to a bank in an equal amount. The loan to director was due in November 2013 and had an interest rate equal to the prime rate plus 1.25%, but not less than 4.5%. The loan was guaranteed by the President/CEO of the Company. Concurrent with that loan, the director received a warrant to purchase 50,000 shares of Company common stock at $4.00 per share. In November 2013, the warrant was exchanged into common stock. This note was secured by the pledge of 86,875 shares of Company stock and 136,250 options owned by the President/CEO of the Company. The loan was subordinate to the senior secured note payable until such time as that note is repaid; afterwards the loan would have become senior to all other debt. This note was converted into common stock in the February 2013 debt conversion. (See Note 12) |
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In 2013 the Company borrowed an additional $3,093,332 (including the refinancing of a $250,000 note and related interest of $43,332) from two directors. Certain of these and other previously outstanding loans to these directors were converted to common shares in 2013 as described in Note 12. |
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In March 2014 the Company borrowed a $1,500,000 from a director to fund the device fidelity acquisition. (See Note 10) The note has an interest rate equal to 24%, which is payable monthly commencing April 2014. Since the Company failed to pay the accrued interest on the note due April 2014, the interest rate increased to 48% in April 2014 and continues to accrue at this rate until the note and any accrued interest is repaid in full. The principal and any unpaid accrued interest becomes due May 15, 2014. In addition, the Company agreed to issue common stock as consideration for the note equal to 12.5% of the principal amount or $187,500 and has recorded in interest expense during the three months ended March 31, 2014, which equals 78,125 shares using the required share price of $2.40. In addition, because the Company failed to pay the accrued interest due April 2014, the Company owes additional common stock equal to 3.125% of the outstanding principal amount or $46,875, which equals 19,531 shares on each successive 5th business day for as long as any portion of the principal amount of the loan is outstanding. |
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In addition to the $1,500,000 March 2014 note above, the Company also entered into a total of $815,000 of new notes with the Company’s three directors during the three months ended March 31, 2014. Of this amount, $550,000 of the notes bears interest at a rate of 10% and become due February 2015. The remaining $265,000 notes are convertible and are due June 2015 and accrue interest at an annual rate of 8%. The note conversion features are described in more detail below. |
As of March 31, 2014, $4,665,000 of borrowings from directors and affiliates remains outstanding. In addition to the $1,500,000 issued in March 2014 at an initial rate of 24% and a default rate of 48% referenced above, $2,900,000 of these loans bears interest at 10% and $265,000 at 8%. Of the $2,900,000 in borrowings, $1,475,000 of the notes originally scheduled to mature in 2014 were extended to February 18, 2015. |
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As of March 31, 2014 there are $1,425,000 in notes payable to directors and affiliates outstanding that are due March 15, 2015 and are automatically converted into common shares upon completion of a qualifying financing transaction as defined in the note agreements. The conversion price is equal to 90% of the per security price in the qualifying financing transaction. In addition, at the time of conversion and based upon the dollar amount of principal and interest converted, holders of these notes will receive one warrant for each dollar converted. These warrants will have terms substantially the same as warrants that may be issued in the financing transaction. |
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In addition, during the three months ended March 31, 2014 the Company entered into three notes with directors totaling $265,000 that are due June 30, 2015 and accrue interest at a rate of 8%. The terms of these notes include a provision whereby all principal and accrued interest automatically convert into the Company’s common stock upon the successful consummation of an initial public offering (IPO). If an IPO is completed on or before July 31, 2014, the conversion will be 85% of the per share purchase price at which the Company’s common stock is sold in the IPO reduced to 80% if the Company fails to raise at least $11 million in the IPO. If the IPO is after July 31, 2014, the conversion price will be at 80% of the IPO offering price, reduced to 75% of the IPO offering price if the Company fails to raise at least $11 million in gross proceeds on the IPO. |
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Convertible Notes due March 2015 |
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In 2013, the Company borrowed $575,000 under convertible notes. These notes are due March 15, 2015 and carry same general conversion provisions as the 2013 Notes Payable to the two Directors described above. The notes bear a stated interest rate of 10%. Warrants to purchase 87,500 shares of common stock at $4.00 per share were issued with $350,000 of this debt, resulting in an effective interest rate of 19% on that portion of the borrowing. |
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Convertible Term Loan, due December 2016 |
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In December 2013, the Company entered into an agreement to issue convertible notes to an investor in principal amount of up to $4 million. The proceeds of borrowings under the note are expressly to be used to repay amounts owed under the Senior Secured Note Payable. Borrowings under the agreement will bear interest at 10% and the note matures in December 2016. In the event of default, the interest rate increases by either 2% or 4%, depending on the nature of the default. Through March 2014, $600,000 had been borrowed under this agreement. Under the note agreement, the investor has the right, but not the obligation, to advance additional amounts up to the $4 million. The terms of the agreement provide that the investor may have several options to convert the notes at varying rates and times following the completion of a qualifying financing transaction. Depending on the timing of conversion, the holder may also receive warrants to purchase common stock. In addition to conversion of the notes, the holder has the right to request shares of common stock, rather than cash, as payment for interest. |
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On May 1, 2014, the Company entered into an agreement which allows within 10 calendar days of a written request on or prior to May 12, 2014 the holder of the convertible notes agrees to make additional advances to the Company in an amount sufficient to satisfy the senior debt amount outstanding, but not to exceed the loan limit of $4.0 million. (See Note 16) |
Convertible Subordinated Notes, due March 2012 |
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In March 2011, the Company issued $1,432,561 in face amount of convertible debt, the “March 2011 Notes”. These notes had a stated interest rate of 6%. The terms of the notes allowed the holders to convert the debt into common stock at any time prior to maturity at conversion rate equal to the lesser of $9.00 per share or 25% below the offering price in the sale of securities in a qualified sale of securities, as defined. Payment of principal and interest on these notes was unsecured and subordinated to senior indebtedness, as defined. Concurrent with the issuance of these notes, the Company issued warrants to purchase 107,442 shares of Company common stock at $4.00 per share. In July and August 2011, the Company prepaid the majority of these notes and accrued interest. After the prepayment, holders of these notes purchased 124,449 shares of Company stock at $9.00 per share for an aggregate purchase price of $1,120,000. In February 2013 and January 2014 an additional $200,000 and $14,422 was converted into common stock, respectively. (See Note 12) As of March 31, 2014, $100,000 of these notes remained outstanding. |
Convertible Subordinated Note, due April 2015 |
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In April 2013 the Company borrowed $200,000 under a convertible note. The note has a stated interest rate of 9% and is due April 1, 2015. The note is convertible at the option of the holder any time after April 1, 2014. The note is automatically converted upon the occurrence of certain equity financing transactions or change in control as defined in the note. The conversion price is $4.00 per share. |
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Convertible Subordinated Notes, due February 2015 |
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In February 2014 the Company borrowed $300,000 under convertible notes. The notes are non interest bearing and are due the earlier of February 27, 2015 or the completion of an equity offering by the Company of at least $5,000,000. The notes are convertible at the option of the holder at a date in which the Company completes such an equity offering of its common stock. The conversion price is equal to the offering price of the Company’s common stock. |
Series Subordinated Notes |
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Between June 2011 and December 2012, the Company borrowed approximately $7,800,000 utilizing a series of notes (the “Series Notes”). The Series Notes were issued in tranches that contained various terms with regard to maturity dates, interest rates, subordination, conversion features and the number of warrants issued with each tranche. Certain Series Notes contained a Company option to extend the due dates by up to 90 days, as well as provisions for acceleration upon completion of certain financings. In connection with these Series Notes, the Company issued warrants to purchase an aggregate of 780,000 shares of Company common stock at $4.00 per share. These warrants expire in November 2015. |
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During, 2013 the Company borrowed an additional $430,000, and issued warrants to purchase 35,688 shares, under the same general provisions as the Series Notes. In 2013 all but $863,808 face amount of the Series Notes had been converted into common stock and all but approximately 75,000 of the related warrants were exchanged for common stock. In January 2014 an additional $250,000 in debt and $650,647 in accrued interest were converted into 225,162 share of common stock at a conversion rate of $4.00 per share. (See Note 12) |
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Notes Payable, due February 2015 |
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In December 2013 and January 2014, the Company issued promissory notes for $100,000 and $150,000, respectively. The notes accrue interest at a rate of 10% and were originally due the earlier of the Company raising sufficient new funds as determined by the holder or March 31, 2014. In February 2014, the Company entered into an amendment which extended the maturity date of the agreement to February 18, 2015. All other terms of the agreement remained unchanged. |
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During the first quarter of 2014, the Company issued detachable warrants to purchase common stock equal to 25% of the principal amounts under the short term notes payable. The life of the warrants range between three and five years with an exercise price of $3.60. The total number of warrants issued totaled 821,250 related to a total of $3,285,000 short term notes issued in consideration for the loans to the Company. Of this total, $2,875,000 or 718,750 warrants relates to two directors of the Company. In addition, of the total warrants issued, 302,500 relates to short term notes, which were converted into equity during 2013. The Company determined the fair value of the warrants to be $573 using the Black-Scholes model. See Note 12 for the inputs used in valuing the warrants using the Black-Scholes model. |
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Notes Payable, due January 2016 |
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In January 2014, the Company assumed notes payable totaling $74,486 related to the acquisition of DE2. The original terms of the notes required repayment on the earlier of January 31, 2016 or the date the Company completes a business combination with an operating company in a reverse merger or reverse takeover transaction or other transaction after the Company would cease to be a shell company. The reverse merger was completed in February 2014, and the terms of the note were amended to state that the principal and related accrued interest is due the earlier of January 31, 2016 or the date the Company completes one or more private placements of debt or equity securities resulting in aggregate proceeds of $10,000,000. |
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Installment Note Payable – Bank |
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In March 2014, the Company entered into an installment note with a bank for a total of $330,020. The note bears interest at the prime rate plus 1%, but not less than 5%. The note is due on demand, if no demand is made then the note is due in monthly payments of $9,903 from April 2014 through April 2017. Borrowings are secured by substantially all of the Company’s property and are guaranteed by three of the Company’s directors. |
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Other Information Regarding Debt |
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The prime interest rate was 3.25% at March 31, 2014 and December 31, 2013. |
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At March 31, 2014 and December 31, 2013, $1,412,500 and $1,675,061 in principal amount of debt was past due, respectively. |
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As a result of either the short term duration or recency of the financing, the Company believes that the fair value of its outstanding debt approximates market value. |