Notes Payable | Note 5 – Notes Payable A summary of the notes payable activity during the six months ended June 30, 2016 is presented below: Related Party Convertible Other Debt Notes Notes Notes Discount Total Outstanding, December 31, 2015 $ 150,000 $ 420,000 [1] $ 900,083 $ (158,285 ) $ 1,311,798 Issuance 500,000 140,000 340,000 - 980,000 Exchanges to equity - (160,000 ) (49,018 ) - (209,018 ) Conversion to equity - (205,000 ) - - (205,000 ) Repayments - - (118,500 ) - (118,500 ) Recognition of debt discount - - - (345,059 ) (345,059 ) Amortization of debt discount - - - 402,469 402,469 Accretion of interest expense - - - 2,916 2,916 Outstanding, June 30, 2016 $ 650,000 $ 195,000 [1] $ 1,072,565 $ (97,959 ) $ 1,819,606 [1] As of June 30, 2016 and December 31, 2015, convertible notes with an aggregate principal balance of $195,000 and $420,000, respectively, were convertible into shares of common stock at the election of the Company near maturity. In the event the Company exercised or exercises that conversion right on a designated portion of such principal balance, the holder had or has the right to accelerate the conversion of up to $145,000 and $197,500, respectively, of principal into shares of common stock. Related Parties Notes As of June 30, 2016, a lender holding a note payable in the principal amount of $150,000 is a related party as a result of having more than 5% beneficial ownership interest in the Company's common stock. On June 30, 2016, the Company borrowed $500,000 from Tuxis Trust (the “Trust”). A director and principal shareholder of the Company serves as a trustee of the Trust, which was established for the benefit of his immediate family. The promissory note evidencing the loan provides for the payment of the principal amount, together with interest at the rate of 10% per annum, on July 1, 2017. In the event that, prior to maturity, the Company receives net proceeds of $10,000,000 from a single equity or debt financing (as opposed to a series of related or unrelated financings), the Trust has the right to require that the Company prepay the amount due under the note (subject to the consent of the party that provided the particular financing). In consideration of the loan, the Company issued to the Trust a five-year immediately vested warrant for the purchase of 40,000 shares of common stock of the Company at an exercise price of $4.00 per share. The $55,659 relative fair value of the warrant has been recorded as debt discount and will be amortized over the term of the note Convertible Notes Issuances On March 7, 2016, the Company issued a convertible note with a principal amount of $75,000 which bears interest at a rate of 10% per annum payable upon maturity. The convertible note is payable as follows: (i) $25,000 of principal and the respective accrued interest on such principal is payable six months from the issuance date (the “March Note First Maturity Date”), (ii) $25,000 of principal and the respective accrued interest on such principal is payable two weeks following the March Note First Maturity Date, and (iii) $25,000 of principal and the respective accrued interest on such principal is payable one month following the March Note First Maturity Date. Each payment of principal and the respective accrued interest is convertible into shares of the Company’s common stock at the election of the Company during the period beginning five days prior to maturity and ending on the day immediately prior to maturity at a conversion price equal to the greater of (a) 62% of the fair market value of the Company’s stock or (b) $2.00 per share. Should the Company elect to convert any of the note principal and respective accrued interest, the holder will have the right to accelerate the conversion of the remaining outstanding principal and accrued interest of the note at the same conversion price. The Company will recognize the beneficial conversion feature of the note as debt discount at the time the contingently adjustable conversion ratio is resolved. Issuances On April 27, 2016, the Company issued a convertible note with a principal amount of $65,000 which bears interest at a rate of 10% per annum payable upon maturity. The convertible note is payable as follows: (i) $25,000 of principal and the respective accrued interest on such principal is payable six months from the issuance date (the “April Note First Maturity Date”) , (ii) $20,000 of principal and the respective accrued interest on such principal is payable two weeks following the April Note First Maturity Date, and (iii) $20,000 of principal and the respective accrued interest on such principal is payable one month following the April Note First Maturity Date. Each payment of principal and the respective accrued interest is convertible into shares of the Company’s common stock at the election of the Company during the period beginning five days prior to maturity and ending on the day immediately prior to maturity at a conversion price equal to the greater of (a) 62% of the fair market value of the Company’s stock or (b) $2.00 per share. Should the Company elect to convert any of the note principal and respective accrued interest, the holder will have the right to accelerate the conversion of the remaining outstanding principal and accrued interest of the note at the same conversion price. In connection with the issuance of this convertible note, the Company issued a five-year, immediately vested warrant to purchase 7,500 shares of common stock at an exercise price of $4.00 per share. The Company will recognize the beneficial conversion feature of the note as debt discount at the time the contingently adjustable conversion ratio is resolved. The $12,741 relative fair value of the warrant has been recorded as debt discount and is being amortized over the term of the note Conversions, Exchanges and Other During the six months ended June 30, 2016, the Company elected to convert certain convertible notes with an aggregate principal balance of $205,000 and aggregate accrued interest of $10,158 into an aggregate of 76,674 shares of common stock at conversion prices ranging from $2.30 to $3.00 per share. During the six months ended June 30, 2016, the Company and certain lenders agreed to exchange certain convertible notes with an aggregate principal balance of $160,000, along with accrued and unpaid interest of $5,802, for an aggregate of 78,955 shares of common stock at a price of $2.10 per share. The common stock had an aggregate issuance date value of $177,649 and, as a result, the Company recorded a loss on extinguishment of $11,847. During the six months ended June 30, 2016, the contingently adjustable conversion ratio associated with certain convertible notes was resolved and such notes became convertible during the period. The Company estimated the intrinsic value of the embedded conversion option based upon the difference between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the convertible note. During the three and six months ended June 30, 2016, the Company recognized $0 and $215,446, respectively, related to the beneficial conversion feature as debt discount which was immediately amortized. During the three and six months ended June 30, 2015, the Company recognized $0 and $10,690, respectively, of intrinsic value related to the beneficial conversion feature as debt discount which was amortized immediately. Other Notes Issuances On February 18, 2016, the Company issued a one-year note payable with a principal amount of $250,000 which bears interest at a rate of 10% per annum payable upon maturity. In connection with the issuance of this promissory note, the Company issued a five-year, immediately vested warrant to purchase 20,000 shares of common stock at an exercise price of $4.00 per share. The $31,009 relative fair value of the warrant has been recorded as debt discount and is being amortized over the term of the note. On April 27, 2016, the Company issued a one-year note payable with a principal amount of $90,000 which bears interest at a rate of 10% per annum payable upon maturity. In connection with the note issuance, the Company issued a five-year, immediately vested warrant to purchase 10,000 shares of common stock at an exercise price of $4.00 per share. The $16,704 relative fair value of the warrant has been recorded as debt discount and is being amortized over the term of the note Exchanges and Other During the six months ended June 30, 2016, the Company and certain lenders agreed to exchange certain other notes with an aggregate principal balance of $49,018 for an aggregate of 23,925 shares of common stock at prices ranging from $1.25 to $2.45 per share. The common stock had an aggregate issuance date value of $53,831 and, as a result, the Company recorded a loss on extinguishment of $4,813. During the six months ended June 30, 2016, the Company and a lender agreed to multiple extensions of the maturity date of a non-interest bearing note payable in the original principal amount of $244,000 from February 5, 2016 to July 15, 2016. In connection with the extensions, the Company (i) paid the lender an aggregate of $111,000 of which $96,000 was repayment of the principal balance and $15,000 was a fee related to the extension which is reflected within interest expense in the unaudited condensed consolidated statements of operations (ii) the lender received 6,000 shares of common stock with a fair value of $13,500 which was recorded as debt discount and amortized over the term of the extension and (iii) the Company and the lender agreed to exchange principal in the amount of $10,000 into 8,000 shares of common stock (included within the exchanges discussed above). As of June 30, 2016, the note has a remaining principal amount of $138,000. See Note 8 – Subsequent Events for additional details related to repayment of the note. During the six months ended June 30, 2016 (excluding amounts repaid as discussed above), the Company repaid an aggregate principal amount of $22,500 of notes payable. |