7. NOTES PAYABLE | June 30, December 31, 2016 2015 Line of credit $ - $ - Working capital facility 75,567 82,469 Subordinated loan related party 74,340 73,016 8% Convertible promissory notes, net of discount 680,819 587,378 Total notes payable 830,726 742,863 Less - Current Maturities (107,931 ) (106,009 )) Notes payable, less current maturities $ 722,795 $ 636,854 Working Capital Facility The Company has two credit facilities with the Rabobank, a national bank in the Netherlands. The facility consists of the following two agreements: 1. Long term loan for approximately $202,000, bears interest of approximately 6.4%, principal and interest payable quarterly. The loan decreases on a quarterly basis by approximately $8,000, starting on September 30, 2012. As of June 30, 2016, the loan balance was approximately $76,000. 2. A line of credit of approximately $67,000 with a floating interest rate of approximately 8.40% at June 30, 2016 and December 31, 2015, respectively. There was no balance on the credit facility at June 30, 2016. The working capital facility is secured by the following assets: 1. Assets of the Company including receivables and intellectual property developed by the Company. 2. Guarantee by principal members of management up to approximately $57,000. 3. Guarantee by the Netherlands government for the remaining balance in a hypothetical liquidation up to approximately $246,000. 2015 - 8% Convertible Promissory Notes On June 10, 2015, the Company entered into a subscription agreement to conduct a private offering consisting of a minimum of $250,000 and up to a maximum of $1,500,000 of 8% unsecured convertible promissory notes (the 2015 Notes), convertible into common shares of the Companys common stock. The 2015 Notes have a three year maturity from the date of issue and interest is payable annually. The 2015 Notes may be redeemed at any time after issuance by the Company for a pre-payment fee of 10% of the principal balance plus outstanding interest due. The 2015 Notes have an optional conversion feature price of $0.25 per share that can be exercised any time. However, upon maturity the mandatory conversion price is the lesser of (a) $0.25 or (b) the amount equal to 20% discount to the 10 day volume weighted average price per share for the period immediately prior to the mandatory conversion date with a floor price of $0.10 per share. The subscribers have been granted preemptive rights allowing participation in future financings at the then current price for a term of three years so that such subscriber may maintain its pro-rata interest in the Company. Because the conversion rate of the Notes was less than the market value of the Companys stock on the closing dates, the Company has recorded a beneficial conversion feature (BCF). The BCF is calculated by using the most favorable conversion price that would be in effect at the conversion date to measure the intrinsic value of an embedded conversion option. The BCF is recorded to additional paid-in capital with an offset to debt discount as prescribed by ASC 470-20. The discount against the Notes is accreted to interest expense using the effective interest rate method. On July 14, 2015 the initial closing of the Notes took place under which the Company raised $250,000 from a total of seven investors. The Company recorded a debt discount related to the BCF of $62,500. At June 30, 2016, there are 499,476 common shares underlying the convertible principal and interest balance. The effective interest rate of the liability component is equal to 17.7% for the three and six months ended June 30, 2016. Accrued interest at June 30, 2016 is $4,613 and included in accrued expenses and other current liabilities. The conversion rate (shares of common stock per $1 principal amount of notes) and the conversion price at June 30, 2016, are 7.73 and $0.13, respectively. As of June 30, 2016, the unamortized debt discount will be amortized over a remaining period of approximately 2.04 years. The if converted value as of June 30, 2016 exceeds the principal balance of the Convertible Notes by $21,167. On July 14, 2015, four investors from the July 14, 2015 closing converted an aggregate of $190,000 in Notes into 760,000 shares of unregistered common stock. Upon conversion the Company recorded $47,500 in interest expense and a corresponding reduction to the debt discount associated with these Notes. On September 8, 2015 the Company held the final closing of the Notes under which it raised $1,250,000 from a total of six investors. The Company recorded a debt discount related to the BCF of $759,876. At June 30, 2016, there are 10,289,804 common shares underlying the convertible principal and interest balance. The effective interest rate of the liability component was equal to 40.4% for the three and six months ended June 30, 2016. Accrued interest at June 30, 2016 is $81,111 and included in accrued expenses and other current liabilities. The conversion rate (shares of common stock per $1 principal amount of notes) and the conversion price at June 30, 2016, are 7.73 and $0.13, respectively. As of June 30, 2016, the unamortized debt discount will be amortized over a remaining period of approximately 2.19 years. The if converted value as of June 30, 2016 exceeds the principal balance of the Convertible Notes by $440,989. 2016 - 8% Convertible Promissory Notes On June 1, 2016, the Company entered into a subscription agreement to conduct a private offering consisting of a minimum of $350,000 and up to a maximum of $700,000 of 8% unsecured convertible promissory notes (the 2016 Notes), convertible into common shares of the Companys common stock. The 2016 Notes have a three year maturity from the date of issuance and interest is payable annually. The 2016 Notes may be redeemed upon mutual agreement of the Company and the investors. The 2016 Notes are convertible upon the completion of the next equity offering (a Qualified Offering) for gross proceeds of not less than $1,500,000, the holders may, at their option, convert all or a portion of the principal and interest then due on the 2016 Notes into shares of common stock at a price per share equal to 50% of the price at which the common stock is sold in the Qualified Offering. The conversion rate is subject to proportionate adjustment in the event of a subdivision, combination or stock split, stock dividends, reorganization reclassification, consolidation or merger. The Company may not incur senior indebtedness to exceed $250,000, must provide notice of default and notice of entry in certain material transactions such as; voluntary liquidation, merger or consolidation, sale or transfer of assets and amendments to the articles of incorporation. The 2016 Notes are subject to customary events of default such as bankruptcy, reorganization or insolvency and will become due immediately upon such event. While the 2016 Notes remain outstanding, the Company cannot incur any indebtedness that ranks senior in priority to the 2016 Notes. The 2016 Notes have the same ranking as the Notes issued in 2015. Because the conversion rate of the Notes was less than the market value of the Companys stock on the closing date, the Company has recorded a beneficial conversion feature (BCF). The BCF is calculated by using the most favorable conversion price that would be in effect at the conversion date to measure the intrinsic value of an embedded conversion option. The BCF is recorded to additional paid-in capital with an offset to debt discount as prescribed by ASC 470-20. The discount against the Notes is accreted to interest expense using the effective interest rate method. On June 1, 2016, the closing of the 2016 Notes took place under which the Company raised $550,000 from a total of three investors. The Company recorded a debt discount related to the BCF of $550,000. At June 30, 2016, there are 6,512,288 common shares underlying the convertible principal and interest balance. The effective interest rate of the liability component was equal to 960% for the three and six months ended June 30, 2016. Accrued interest at June 30, 2016 is $3,544 and included in accrued expenses and other current liabilities. The conversion rate (shares of common stock per $1 principal amount of notes) and the conversion price at June 30, 2016, are 11.76 and $0.0850, respectively. As of June 30, 2016, the unamortized debt discount will be amortized over a remaining period of approximately 2.92 years. The if converted value as of June 30, 2016 exceeds the principal balance of the Convertible Notes by $582,353. Convertible promissory notes payable and related convertible accrued interest as of June 30, 2016 are as follows: Principal Unamortized Debt Discount Balance As of June 30, 2016 8% Convertible promissory notes July 14, 2015 $ 60,000 $ (10,654 ) $ 49,346 8% Convertible promissory notes September 8, 2015 1,250,000 (618,527 ) 631,473 8% Convertible promissory notes June 1, 2016 550,000 (550,000 ) - $ 1,860,000 $ (1,179,181 ) $ 680,819 Subordinated Loan - Related Party A stockholder of the Company has granted a loan of approximately $74,000 to the Company due on September 15, 2015 with interest only payments of 4% per annum. The loan is subordinate to the interests of the working capital facility and is unsecured. Interest expense For the three and six months ended June 30, 2016, the Company recognized interest expense associated with its debt balances as follows: Three months ended June 30, 2016 Six months ended June 30, 2016 Cash Interest Expense Coupon interest expense $ 33,396 $ 61,730 Noncash Interest Expense Amortization of debt discount 48,509 93,441 $ 81,905 $ 155,171 Aggregate Maturity Schedule of Borrowings The aggregate maturities of long-term debt outstanding as of June 30, 2016 are as follows: Year ending June 30, 2017 107,931 2018 33,591 2019 1,868,384 $ 2,009,906 |