7. NOTES PAYABLE | September 30, December 31, 2016 2015 Line of credit $ 55,479 $ - Working capital facility 67,818 82,469 Subordinated loan – related party 75,059 73,016 8% Convertible promissory notes 733,193 587,378 Total notes payable 931,549 742,863 Less - Current Maturities (164,454 ) (106,009 ) Notes payable, less current maturities $ 767,095 $ 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 September 30, 2016, the loan balance was approximately $68,000. 2. A line of credit of approximately $67,000 with a floating interest rate of approximately 8.40% at September 30, 2016 and December 31, 2015, respectively. There was a balance of approximately $55,000 on the credit facility at September 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. On November 15, 2016 Symbid B.V. transferred its outstanding debt under the working capital facility and line of credit including all accrued interest due thereon to Symbid Coop. Refer to Note 12 for additional discussion. 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 Company’s 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 Company’s 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 September 30, 2016, there are 1,538,320 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 nine months ended September 30, 2016 and 2015. Accrued interest at September 30, 2016 is $5,813 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 September 30, 2016, are 23.37 and $0.043, respectively. As of September 30, 2016, the unamortized debt discount will be amortized over a remaining period of approximately 1.76 years. The if converted value as of September 30, 2016 exceeds the principal balance of the Convertible Notes by $16,916. 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 September 30, 2016, there are 31,697,719 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 nine months ended September 30, 2016 and 2015. Accrued interest at September 30, 2016 is $106,111 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 September 30, 2016, are 23.37 and $0.043, respectively. As of September 30, 2016, the unamortized debt discount will be amortized over a remaining period of approximately 1.91 years. The if converted value as of September 30, 2016 exceeds the principal balance of the Convertible Notes by $334,886. As of September 30, 2016, we were in default with respect to the initial interest payments which were due on July 14, 2016 and September 8, 2016, with respect to an aggregate of $60,000 and $1,310,000 in principal amount of the 2015 Notes dated July 14, 2015 and September 8, 2015, respectively. On November 15, 2016, the Company entered into a Note Termination and Conversion Agreement with each of the 2015 Note holders. An aggregate of $1,310,000 in principal amount together with all accrued interest was cancelled in exchange for equity participation rights in Symbid Coop representing an aggregate of 6.5% of the profit rights in Symbid Coop. One note holder of $1,175,000 in principal amount of 2015 Notes agreed to receive the right of first refusal with respect to any direct or indirect activities of the Company. Refer to Note 12 for additional discussion. 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 Company’s 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 rank pari passu with the 2015 Notes. Because the conversion rate of the Notes was less than the market value of the Company’s stock on the closing date the Company has recorded a 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 September 30, 2016, there are 66,416,993 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 nine months ended September 30, 2016. Accrued interest at September 30, 2016 is $14,544 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 September 30, 2016, are 117.65 and $0.0085, respectively. As of September 30, 2016, the unamortized debt discount will be amortized over a remaining period of approximately 2.63 years. The if converted value as of September 30, 2016 exceeds the principal balance of the Convertible Notes by $2,770,850. On November 15, 2016, the Company entered into a Note Termination and Conversion Agreement with each of the 2016 Note holders. An aggregate of $550,000 in principal amount together with all accrued interest was cancelled in exchange for equity participation rights in Symbid Coop representing an aggregate of 18.75% of the profit rights in Symbid Coop. Refer to Note 12 for additional discussion. Convertible promissory notes payable and related convertible accrued interest as of September 30, 2016 are as follows: Principal Unamortized Debt Discount Balance as of September 30, 2016 8% Convertible promissory notes July 14, 2015 $ 60,000 $ (9,458 ) $ 50,542 8% Convertible promissory notes September 8, 2015 1,250,000 (567,350 ) 682,650 8% Convertible promissory notes June 1, 2016 550,000 (549,999 ) 1 $ 1,860,000 $ (1,126,807 ) $ 733,193 Subordinated Loan - Related Party A stockholder of the Company has granted a loan of approximately $75,000 to the Company due on December 31, 2016 with interest only payments of 4% per annum. The loan is subordinate to the interests of the working capital facility and is unsecured. On November 15, 2016 Symbid B.V. entered into an agreement with the holder of the Subordinated related party loan which provided for the termination of a September 15, 2011 promissory note from Symbid B.V., including all accrued interest due thereon, in consideration of the grant of a 1.33% participation in Symbid Coop. Interest expense For the three and nine months ended September 30, 2016, the Company recognized interest expense associated with its debt balances as follows: Three months ended September 30, 2016 Nine months ended September 30, 2016 Cash Interest Expense $ 39,096 $ 100,826 Coupon interest expense Noncash Interest Expense Amortization of debt discount 52,374 145,815 $ 91,470 $ 246,641 |