DEBT | 2. DEBT Notes Payable The Company has a note payable of $100,000 due to its former Chief Executive Officer and President. The note is due on demand and bears an interest rate at the minimum applicable rate for loans of similar duration, which was 0.5% as of March 31, 2016. During the year ended December 31, 2015, the Company issued a promissory note of $50,000. The term of the note expires 120 days from the effective date. 100,000 cashless warrants for the Company’s common shares were issued with the debt at a strike price of $0.50/share in lieu of cash interest. As of March 31, 2016, the outstanding balance under these notes is $50,000. The relative fair value of the warrants of $45,243 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the note. The Company recognized interest expense of $45,243 associated with the amortization of debt discount for the year ended December 31, 2015. This note is currently past due and in default. The Company is in the process of renegotiating the terms of this agreement. As of March 31, 2016 and December 31, 2015, the aggregate outstanding balance of non-convertible notes payable was $150,000. Notes Payable – Related Party On February 26, 2014, the Company borrowed $150,000 under a short term note agreement with a related party, the Chief Executive Officer’s son. Under the terms of this agreement, the note was to be repaid within 6 months of funding. In November 2014, the note agreement was amended to extend the due date to February 26, 2015, and in April of 2015, the note agreement was amended to extend the maturity date to February 26, 2016 and set a 4% simple interest rate on the note. This note was paid in full in January of 2016 along with $509 of accrued interest. In 2015, the Company issued promissory notes to a majority shareholder in aggregate of $625,000 (“Notes #1 to #4”). The notes have a term ranging from 120 – 150 days from the effective date. 1,250,000 cashless warrants for the Company’s common shares were issued with the debt at a strike price of $0.50/share in lieu of cash interest. On January 6, 2016, the Company issued an additional promissory note to the same majority shareholder in the amount of $1,375,000 in exchange for a loan in that amount (“Note #5). The Company issued 2,750,000 warrants in connection with this Note #5, for the Company’s common stock at an exercise price of $0.50 per share. The total relative fair value of the warrants of $996,178 was recognized as a debt discount which is being amortized on a straight-line basis over the term of the notes. Notes #1 to #4 and Note #5 shall be collectively referred to herein as the “$2M Notes.” On January 22, 2016, the Company entered into a Note Conversion Agreement (the “Conversion Agreement”) with the holder of the $2M Notes. Pursuant to the Conversion Agreement, the investor converted the $2M Notes, which totaled $2,000,000, into an investment of $2,000,000 into the Company’s private placement of convertible notes and warrants. This extinguishment of the $2M Notes resulted in a loss on extinguishment of debt of $3,163,303 which included an unamortized discount of $926,382 and $2,236,921 representing the fair value of 2,000,000 warrants issued in connection with the Note Conversion Agreement. On January 25, 2016, the investor converted the convertible note and accrued interest into 4,320,000 shares of the Company’s common stock and a warrant to purchase 4,320,000 shares of the Company’s common stock with a ten year term and an exercise price of $.50. Of the 4,320,000 shares of common stock, 320,000 shares represent interest paid on the convertible note pursuant to the terms of the conversion agreement in the amount of $160,000. Upon conversion, the Company wrote-off the fair value of the derivative liability associated with the converted notes of $8,123,109 to additional paid-in capital. As of March 31, 2016 and December 31, 2015, the aggregate outstanding balance of notes payable to related parties was $0 and $670,848, respectively, net of unamortized discounts of $0 and $104,152. Advances – Related Party During the three months ended March 31, 2016, the Company received advances from its Chief Executive Officer totaling $310,000 and repaid advances totaling $120,000. During the three months ended March 31, 2015, the Company received advances from its Chief Executive Officer totaling $51,850 and repaid advances totaling $265,000. Such advances do not accrue interest and are payable upon demand. As of March 31, 2016 and December 31, 2015, the aggregate outstanding balance of advances to related parties was $300,000 and $110,000, respectively. Convertible Notes Payable In addition to the $2,000,000 convertible note described above in the notes payable-related party section, on March 7, 2016, the Company received proceeds of $80,000 in exchange for a convertible note and the issuance of 80,000 warrants with a five year life and an exercise price of $0.50 per share. The convertible note has a principal amount of $80,000, interest of 8% per annum, a maturity date of one year and is convertible into 160,000 units, with each unit consisting of a share of common stock and a warrant with a five year life from the date of conversion and an exercise price of $0.50 per share, subject to certain anti-dilution provisions. The relative fair value of the 80,000 warrants issued with the debt was determined to be $38,205 and it was recognized as a discount to the debt. The fair value of the conversion options in the note was determined to be $274,190 of which $41,795 was recognized as an additional discount to the debt and $232,396 was recognized as a loss on derivatives. The fair value of the convertible feature was determined based on a fair value of $146,269 and $127,921 assigned to the warrant and common stock conversion options, respectively. The total debt discount of $80,000 is being amortized on a straight-line basis over the term of the note. During the three months ended March 31, 2016, the full principal balances of certain notes totaling $30,000 were converted pursuant to the terms of the notes into 61,578 shares of the Company’s common stock and 61,578 warrants to purchase common stock. Of the 61,578 shares of common stock issued, 1,578 shares related to the payment of interest of $790. Upon conversion, the Company wrote-off the fair value of the derivative liability associated with the converted notes of $139,913 to additional paid-in capital. For the remaining outstanding convertibles notes as of March 31, 2016, the fair value of the derivative liability conversion options was $4,619,063 as of March 31, 2016. Aggregate amortization of the discounts on the convertible notes for the three months ended March 31, 2016 and 2015 was $191,598 and $74,013, respectively. As of March 31, 2016 and December 31, 2015, the aggregate outstanding balance of convertible notes payable was $1,196,704 and $1,051,545, respectively, net of unamortized discounts of $362,417 and $457,576. Derivative Liabilities - Convertible Notes Convertible note borrowings during the three months ended March 31, 2016 resulted in derivative liabilities recognized of $8,403,344 for which $2,041,795 was recognized as a discount to the debt and $6,361,549 was recognized as a loss on derivative. Due to conversion of the convertible debt to common stock during the period, the fair value of the derivative liabilities associated with the converted notes of $8,263,022 was reclassified to additional paid-in-capital. The Company recorded the change in fair value of the conversion option derivative liabilities recognizing a gain of $3,666,419 for the three months ended March 31, 2016. As of March 31, 2016, the fair value of the outstanding convertible note derivatives was determined to be $4,619,063. The valuation of the derivative liabilities attached to the convertible debt was arrived at through the use of Black-Scholes Option Pricing Model and the following assumptions: Three Months Ended March 31, 2016 2015 Volatility 113.46% - 218.75% - Risk-free interest rate 0.10% - 2.07% - Expected term 0.25 – 5 years - Accounts Payable - Related Party As of March 31, 2016 and December 31, 2015, there is $0 and $62,469, respectively, due to a related party, the Company’s Chief Financial Officer, which is non interest bearing due on demand. |