9. NOTES PAYABLE AND TROUBLED DEBT RESTRUCTURING | Troubled Debt Restructuring On November 1, 2016, the Company deconsolidated Symbid Coop as Symbid BV was not able to maintain and develop the IP of the crowdfunding software (See Notes 1 and 3). On November 15, 2016, Symbid Corp. and Symbid BV restructured their liabilities by involving Symbid Coop (the surviving operating entity of the crowdfunding platform in The Netherlands) and entering a settlement agreement with Symbid Coop along with the creditors of the Company. The following is a summary of the gain recorded from the debt balances settled in the troubled debt restructuring: Year ended December 31, 2016 2015 and 2016 Notes payable $ 761,467 * Accrued interest on 2015 and 2016 Notes payable 145,068 * Subordinated loan – related party 71,993 * Accrued interest- Subordinated loan – related party 14,942 * Settlement of Symbid Coop payable 24,974 ** Settlement of accounts payable – creditors 150,809 *** $ 1,169,253 *Settled through the issuance of profit rights in Symbid Coop aggregating 26.57%, voting rights aggregating 12.22% and the right of first refusal in Symbid Corp to the holder of $1.2 million on principal balance of the 2015 Notes (See Note 9 below). **Gain calculated as the difference between the Rabobank working capital facility at November 15, 2016, VAT taxes payable on Symbid BV’s behalf, less fixed assets transferred to Symbid Coop and the intercompany balance due Symbid BV (See Note 3). ***Settled through the issuance of profit rights aggregating 5% in Symbid Coop, other accounts payable were credited and/or written off based on agreements made December 31, 2016 2015 Line of credit $ — $ — Working capital facility — 82,469 Subordinated loan – related party — 73,016 8% Convertible promissory notes — 587,378 Total notes payable — 742,863 Less - Current Maturities — (106,009 ) Notes payable, less current maturities $ — $ 636,854 Working Capital Facility 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. The transfer of the working capital facility totalling $130,554 and the other obligations assumed by Symbid Coop less the value of office furniture transferred to Symbid Coop (See Note 5), was in consideration for the cancellation of the receivable balance due Symbid B.V. The transfer was consummated under the suspending condition that all other debts and obligations of Symbid B.V. would be settled by Symbid Coop, except for any liabilities owed to Symbid Corp. or Symbid Holding B.V. by Symbid B.V. The fair value of the assets and liabilities exchanged resulted in a net gain to the Company of $24,971, this amount is included in the gain on troubled debt restructuring for the year ended December 31, 2016. As of December 31, 2015, the Company had two credit facilities with the Rabobank, a national bank in the Netherlands. The facility consisted of the following two agreements: 1. Long-term loan for approximately $198,000, bears interest of approximately 6.4%, principal and interest payable quarterly. The loan decreased on a quarterly basis by approximately $8,000, starting on September 30, 2012. On November 15, 2016, the date of transfer, there was a balance of approximately $65,000 on the long-term loan facility. 2. A line of credit of approximately $65,000 with a floating interest rate of approximately 8.40% at December 31, 2015. On November 15, 2016, the date of transfer, there was a balance of approximately $66,000 on the credit facility. The working capital facility was 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 $55,000. 3. Guarantee by the Netherlands government for the remaining balance in a hypothetical liquidation up to approximately $237,000. 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 Company’s common stock. The 2015 Notes had a three-year maturity from the date of issue and interest was payable annually. The 2015 Notes were redeemable 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 had an optional conversion feature price of $0.25 per share that could 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 were 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 recorded a beneficial conversion feature (“BCF”). The BCF was 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 was recorded to additional paid-in capital with an offset to debt discount as prescribed by ASC 470-20. The discount against the 2015 Notes was 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. The effective interest rate of the liability component was equal to 17.7% for the period from January 1, 2016 to November 15, 2016 and the year ended December 31, 2015. 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 2015 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. The effective interest rate of the liability component was equal to 40.4% for the period from January 1, 2016 to November 15, 2016 and the year ended December 31, 2015. During the third quarter of 2016, the Company was 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 $1,250,000 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 together with $125,024 in 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. The right of first refusal shall terminate at the earlier of December 31, 2020 or when there is a change in control of Symbid Corp. involving another entity with business activities different from those currently undertaken by Symbid Corp. whereby the share issuance to CKR does not apply as change of control under this agreement. The Note Termination and Conversion Agreements also provided for the termination of pre-emptive rights which holders of the 2015 Notes had been granted in connection with their purchases of 2015 Notes. As a result of the troubled debt restructuring, the Company recognized a gain of $886,488 on the 2015 Notes and related accrued interest. 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 had a three-year maturity from the date of issuance and interest was payable annually. The 2016 Notes were redeemable upon mutual agreement of the Company and the investors. The 2016 Notes were convertible upon the completion of the next equity offering (a “Qualified Offering”) for gross proceeds of not less than $1,500,000, the holders were entitled, 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 was subject to proportionate adjustment in the event of a subdivision, combination or stock split, stock dividends, reorganization reclassification, consolidation or merger. The Company was not permitted to incur senior indebtedness to exceed $250,000, and was required to 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 were subject to customary events of default such as bankruptcy, reorganization or insolvency and were due immediately upon such event. While the 2016 Notes remained outstanding, the Company could not incur any indebtedness that ranks senior in priority to the 2016 Notes. The 2016 Notes ranked 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 recorded a BCF. The BCF was calculated by using the most favorable conversion price that was in effect at the conversion date to measure the intrinsic value of an embedded conversion option. The BCF was recorded to additional paid-in capital with an offset to debt discount as prescribed by ASC 470-20. The discount against the Notes was 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. The effective interest rate of the liability component was equal to 960% for the period from June 30, 2016 to November 15, 2016 and the year ended December 31, 2016. 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 $20,044 in accrued interest was cancelled in exchange for equity participation rights in Symbid Coop representing an aggregate of 18.8% of the profit rights in Symbid Coop. In addition, two holders of the 2016 Notes received an aggregate of 12.22% voting rights in Symbid Coop. As a result of the troubled debt restructuring, the Company recognized a gain of $20,044 on the 2016 Notes and related accrued interest. Convertible promissory notes payable as of December 31, 2015 were as follows: Principal Accrued Interest Unamortized Debt Discount Balance as of December 31, 2015 8% Convertible promissory notes July 14, 2015 $ 60,000 $ 2,213 $ (12,964 ) $ 49,249 8% Convertible promissory notes September 8, 2015 1,250,000 31,111 (709,658 ) 571,453 $ 1,310,000 $ 33,324 $ (722,622 ) $ 620,702 Convertible promissory notes payable as of December 31, 2016 were as follows: Principal Accrued Interest Unamortized Debt Discount Balance as of December 31, 2016 8% Convertible promissory notes July 14, 2015 $ 0 $ 0 $ 0 $ 0 8% Convertible promissory notes September 8, 2015 0 0 0 0 8% Convertible promissory notes June 1, 2016 0 0 0 0 $ 0 $ 0 $ 0 $ 0 Subordinated Loan - Related Party On September 15, 2011, a stockholder of the Company granted a loan of approximately $70,000 to the Company with an original maturity of September 15, 2016 and interest only payments of 4% per annum. On September 15, 2015, the maturity date of the loan was extended to December 31, 2016. 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 the September 15, 2011 agreement, including all accrued interest due thereon of $14,942, in consideration for 1.33% profit rights in Symbid Coop. As a result of the troubled debt restructuring, the Company recognized a gain of $86,933 on the subordinated related party loan. Interest expense For the years ended December 31, 2016 and 2015, the Company recognized interest expense associated with its debt balances as follows: Year ended December 31, 2016 2015 Cash Interest Expense Coupon interest expense $ 118,918 $ 48,756 Noncash Interest Expense Amortization of debt discount 175,681 99,753 $ 294,599 $ 148,509 |