NOTE 12: CONVERTIBLE NOTES PAYABLE | NOTE 12: CONVERTIBLE NOTES PAYABLE The following table summarizes convertible note payable- shareholder as of June 30, 2020 and December 31, 2019 June 30, 2020 December 31, 2019 Convertible note payable, due on July 1, 2028, interest at 3.5% p.a. $ 45,000 $ 45,000 Accrued interest 6,370 5,578 $ 51,370 $ 50,578 The Convertible Note (Note) bears interest at the rate of 3.5% per annum, payable annually beginning on July 1, 2017, and matures on July 1, 2028. The Note is convertible, in whole or in part at any time at the option of the holder, into the Companys common stock at a conversion price of $0.01, provided however, the holder of the Note is not permitted to convert an amount of the Note that would result in the holder and its affiliates owning more than 4.9% of the Companys outstanding common stock. The balance on the Note as of June 30, 2020 and December 31, 2019 is $51,370 and $50,578, including interest accrued thereon of $6,370 and $5,578, respectively. The following table summarizes convertible note payable of related party as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Convertible note payable, due on November 1, 2026, interest at 3.5% p.a. $ 4,000,000 $ 4,000,000 Accrued interest (The accrued interest and principal are both includedin the captions titled convertible note payable in the balance sheet) 88,648 93,333 Convertible note payable, net $ 4,088,648 $ 4,093,333 The following table summarizes convertible note payable as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. $ 484,478 $ 484,478 Convertible note payable, due on October 1, 2029, interest at 3.5% p.a. 1,000,000 1,000,000 Convertible note payable, due on December 31, 2034, interest at 3% p.a. 190,000 - Accrued interest (The accrued interest and principal are both includedin the captions titled convertible note payable in the balance sheet) 197,196 168,208 Total 1,871,674 1,652,686 Less: unamortized debt discount/finance premium costs (888,299) (739,732) Convertible note payable, net $ 983,375 $ 912,954 On September 16, 2016, we entered into a convertible note purchase agreement (the Convertible Note Purchase Agreement or Agreement) with a third-party investor. Under the terms of the Convertible Note Purchase Agreement the investor may acquire up to $5,000,000 of convertible notes from the Company. With various closings, under terms acceptable to the Company and the investor as of the time of each closing. Pursuant to the Agreement, on September 16, 2016 the investor provided the Company with $850,000 secured convertible note financing pursuant to four (4) Secured Convertible Promissory Notes (the Notes). Each of the Notes matures on October 1, 2029, and pay 3.5% compounded interest paid bi-annually. The Note are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Company common stock at a conversion price equal to $0.2201 per share. As of June 30, 2020 and December 31, 2019, the balance of secured convertible notes was $547,753 and $539,227, which included $63,275 and $54,749 accrued interest, respectively. On October 20, 2016 a third-party investor provided the Company with $1,000,000 secured convertible note financing pursuant to three (3) Secured Convertible Promissory Notes (the Notes). Each of the Notes mature on October 1, 2029 and pay 3.5% compounded interest paid bi-annually. The Notes are secured by the assets of the Company, may not be pre-paid without the consent of the holder, and are convertible at the option of the holder into shares of the Companys common stock at a fixed conversion price equal of $0.2201 per share.. The investor paid cash of $500,000 for one of the Notes and issued to the Company two (2) secured promissory notes of $250,000 each for two (2) Convertible Notes of $250,000 each. The two secured promissory notes issued by the investor (totaling $500,000) as payment for two (2) secured Notes totaling $500,000 mature on February 1, 2017 ($250,000) and March 1, 2017 ($250,000), bear interest at the rate of 1% per annum, are full recourse and additionally secured by 10,486,303 shares of Medical Marijuana, Inc. (Pink Sheets symbol: MJNA) and were valued at $858,828 based upon the closing price of MJNA on October 20, 2016. A debt discount was recorded related to beneficial conversion feature inn connection with this convertible note of $499,318 , related to the beneficial conversion feature of the note to be amortized over the life of the note or until the note is converted or repaid. As of June 30, 2020 and December 31, 2019, this note has not been converted and the balance of secured convertible notes was $1,131,055 and $1,113,458, which included $131,055 and $113,458 accrued interest, respectively. In 2018 the Company extinguished debt with Investor. Investor had proposed a financing transaction pursuant to which the Company will satisfy and retire the Original Note and Original Note current balance in simultaneous exchange for and upon delivery by the Company of a (1) new Convertible Promissory Note in the principal amount of $4,000,000 (the Exchange Note), and (2) 400,000 shares of the Companys restricted common stock (the Origination Shares). Simultaneously, a third-party Investor and the Company entered in Debt Exchange Agreement with Medical Marijuana Inc. As part of this agreement Investor will exchange and deliver the AXIM note to Medical Marijuana in exchange for a Convertible Promissory note. Axim consented to the transfer and assignment of the Axim Note in exchange for the issuance by the Medical Marijuana of the Exchange Note. The interest on this note is payable bi-annually every May 1 and November 1. On May 1, 2019 the Company paid accrued interest of $60,278. In 2020 the Company was authorized to apply the accounts receivable of $75,074 due from Kannawaytowards its accrued interest. On May 1, 2020, the Company agreed to modify its existing convertible note with a principal balance of $4 million, 3.5% interest rate convertible note with the current holder of that note. There were two changes to the existing agreement (a) the conversion price was reduced from the $1.50 conversion price in the original Note to $0.25 cents in the modified Note and (b) the term of the note was extended from the original maturity date of November 1, 2021, to November 1, 2026. The Companys stock closed trading on the day of the modification at $0.13 per share. The amendment of this convertible Note was also evaluated under ASC Topic 470-50-40, Debt Modifications and Extinguishments. Based on the guidance, the instruments were determined to be substantially different due to the change in the conversion price being substantial, and debt extinguishment accounting was applied. The fair value of the modified convertible note was not different than the carrying value of the original note as such no extinguishment loss was recorded, The Note prior to the amendment of approximately $4 million, and the fair value of the Note and embedded derivatives after the amendment of approximately $4 million. There were no unamortized debt issuance costs and the debt discount associated with the original 2018 Note. As of June 30, 2020 and December 31, 2019, the balance of secured convertible note was $4,088,648 and $4,093,333 which included $88,648 and $93,333 accrued interest respectively. On December 31, 2019, Sapphire Biotech, Inc. entered into a Convertible Note Purchase Agreement whereas the Company issued a convertible note with a face value of $190,000 with a compounding interest rate of 3% per annum, the interest shall be payable annually beginning on December 31, 2020 until the maturity date of December 31, 2034, at which time all principal and interest accrued thereon shall be due and payable. The Convertible Note is secured by substantially all the Companys tangible and intangible assets. In addition, the Convertible Note includes various non-financial covenants including the Company may not enter into any agreement, arrangement or understanding of any kind that would result in a transaction, or series of transactions, that would result in the sale of 50% or more of the Companys capital stock without the prior approval of the holder. Upon issuance, the Convertible Note was convertible into shares of the Companys common stock at $1.90 per share. At December 31, 2019, the Company determined that the Convertible Note contained a beneficial conversion feature for which a full discount was recorded on the Convertible Note. The fair market value of the Companys common stock was based upon the estimated per share acquisition price per the pending acquisition of the Company, see Note 8 for additional information. The discount of $190,000 will be amortized using the effective interest method and will be fully amortized by December 31, 2034. On March 17, 2020, Sapphire Biotech, Inc. entered into a Share Exchange Agreement (Agreement) with Sapphire Biotech, Inc., a Delaware corporation (Sapphire) and all of the Sapphire stockholders (collectively, the Sapphire Stockholders). Following the closing of the transaction, Sapphire will become a wholly owned subsidiary of AXIM. Under the terms of the Agreement, the Company intends to assume the convertible notes in the principal amounts of $190,000. After the acquisition, the Convertible Note was able to convert 6,000,000 shares of Axims common stock. Upon assumption of the note, the Company recorded a beneficial conversion feature of $190,000. As of June 30, 2020 and December 31, 2019, the balance of secured convertible note was $192,866 and $0 which included $2,866 and $0 accrued interest respectively. During the three and six months ended June 30, 2020 and 2019, the Company amortized the debt discount on all the notes of $22,071, $18,662, $41,432 and $37,325, respectively, to other expenses. As of June 30, 2020 and December 31, 2019, unamortized debt discount was $888,299 and $739,732, respectively. |