Convertible Debentures, As Amended, Disclosure | NOTE 5 - CONVERTIBLE DEBENTURES AS AMENDED New issuance On June 5, 2018 the Company entered into a new securities purchase agreement with an accredited investor to place Convertible Debentures (as amended the Debentures) in the aggregate principal amount of up to $300,000 net of issuance costs of $35,000, for net proceeds to the Company of $265,000 (the Transaction). The Debentures bear interest at the rate of 5% per annum with a maturity date of June 5, 2019, as may be extended at the option of the note holder. In addition, the Company must pay to the holder an annual fee equal to 7% of the amount of the Debentures to assist in their monitoring costs for the Debentures. The net proceeds of the financing were used for general corporate matters and for other expenses. The Debentures may be converted at any time on or prior to maturity at the lower of $0.05 or 93% of the average of the three lowest daily volume weighted average price (VWAP) during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture and the conversion price is never lower than a stated floor price. Amendment At the same time all previous debentures were amended to align them with the new agreement. All the Debentures may be converted at any time on or prior to maturity at the lower of $0.05 (rather than $0.10 as previously) or 93% of the average of the three lowest daily volume weighted average price (VWAP) during the 10 consecutive trading days immediately preceding the conversion date, provided that as long as we are not in default under the Debenture and the conversion price is never lower than a stated floor price. The Company accounted for the amendment as a debt modification which resulted in $76,000 impact that was recorded in the change in fair value of embedded derivatives in the Companys statements of operations. Embedded Derivatives The monthly payment provision within the Debentures is a contingent put option that is required to be separately measured at fair value, with subsequent changes in fair value recognized in the Condensed Consolidated Statements of Operations. The Company estimated the fair value of the monthly payment provision, as of the issuance date and June 30, 2018 using probability analysis of the occurrence of a Triggering Date applied to the discounted maximum redemption premium for any given payment. The probability analysis utilized in calculating the embedded derivative upon issuance and at June 30, 2018 was calculated using the following key inputs: June 30, 2018 March 31, 2018 Stock price $0.04 $0.06 Probability of Triggering Date 100% 100% Volatility 300% 300% Risk-free rate 1% 1% Discount rate 0% 0% Due to the Companys sequencing policy the Company recorded an embedded derivative associated with the conversion feature. The following are the inputs associated with the conversion feature. June 30, 2018 March 31, 2018 Stock price $0.04 - $0.06 $0.06 Exercise price $0.04 - $0.06 $0.06 Volatility 300% 300% Contractual term 0.42 - 1 year 1 year Risk-free rate 1% 1% Discount rate 0% 0% The fair value estimate of the embedded derivatives is a Level 3 measurement. The roll-forward of the Level 3 fair value measurement, for the three months ended June 30, 2018, is as follows: Balance at March 31, 2018 Issuance of new debentures Change due to modification Net unrealized (gain)/loss Balance at June 30, 2018 736,000 $ 281,000 $ 76,000 $(195,000) $ 898,000 The approximate carrying value of the Debentures, as of June 30, 2018 and March 31, 2018 is comprised of the following: June 30, 2018 March 31, 2018 Principal value of 5%, convertible, net of conversion $ 1,000,000 $ 750,000 Fair value of embedded derivative 898,000 736,000 Accrued interest 23,000 22,264 Debt discount (550,000) (561,104) Carrying value of Secured Convertible Debenture Note $ 1,371,280 $ 947,160 As of June 30, 2018, the estimated aggregate fair value of outstanding convertible notes payable is approximately $1.4 million. The fair value estimate is based on the estimated option value of the conversion terms. The estimated fair value represents a Level 3 measurement. Converted debenture During the three months ended June 30, 2018, holders of approximately $0.1 million in principal amount and accrued interest with respect to Secured Convertible Debentures exercised the conversion option and converted into 1.6 million shares of common stock. Events of Default or Financial covenants The Company is in compliance with all terms associated with the convertible note. |