Note 5 - Convertible Debt | 9 Months Ended |
Sep. 30, 2014 |
Note 5 - Convertible Debt | ' |
Note 5 - Convertible Debt | ' |
NOTE 5 – CONVERTIBLE DEBT |
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July 2012 Convertible Debentures (Series A) – In July 2012, the Company issued convertible debentures (“July Notes”) with an aggregate face value of $215,300 Canadian Dollars ($197,344 as of June 30, 2014). The July Notes matured in July 2014, bear interest at an annual rate of 10% through July 2014 and 12% thereafter, and are convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of common stock at 0.40 Canadian Dollars per share (“Unit”). The number of Units issuable upon conversion of the July Notes is determined by dividing the then outstanding principal and accrued but unpaid interest by a) 0.35 Canadian Dollars if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the notes, or b) 0.32 Canadian Dollars if a Liquidity Event does not occur within six months of the closing of the offering of the July Notes. In July 2014, the holder of a July Note exchanged the July Note with a face value of $25,000 Canadian Dollars ($23,360 US),and accrued interest of $3,336 Canadian Dollars ($3,117 US) for a Series D Convertible Debenture with a face amount of $26,477(US). The Company recorded a loss on early extinguishment of debt of $6,728, primarily related to fair value of the warrants in relation to the debt (relative fair value) on the debt exchange transaction. |
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In 2012, the Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of 0.32 Canadian Dollars. The fair value of one Unit was estimated based on the most recent sale of common stock in a private placement immediately preceding the issuance of the July Notes and, for the warrant contained in one Unit, using a Black-Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate – 0.22%, dividend rate – 0.00%. The Company recorded a discount against the debt for the beneficial conversion feature totaling $84,788, which is being amortized into interest expense through the maturity dates of the July Notes. For the three and nine months ended September 30, 2014, the Company recorded amortization of the discount of $3,533 and $24,730, respectively. As of September 30, 2014, the net carrying value of the July Notes totaled $173,858, and no unamortized discount remains. For the three and nine months ended September 30, 2014, interest expense on the July Notes of $5,192 and $15,009, respectively, was recorded. For the three and nine months ended September 30, 2013, interest expense on the July Notes of $5,179 and $15,883, respectively, was recorded. |
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In connection with the issuance of the July Notes, the Company paid transactions fees to brokers consisting of cash of $85,237, and warrants to purchase 43,497 shares of common stock over a two-year period at an exercise price of 0.40 Canadian Dollars. The Company estimated the fair value of the warrants using a Black-Scholes valuation model and the following assumptions: volatility – 50.49%, risk free rate – 0.22%, dividend rate – 0.00%. |
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The Company allocated a portion of the fair value of the consideration totaling $52,869 to debt issuance costs, which was capitalized and is being amortized into interest expense over the two-year terms of the July Notes. The remaining portion of the fair value of the transactions costs, totaling $36,126, was allocated to equity, treated as equity issuance costs, and recorded against additional paid-in capital. Amortization of debt issuance costs on the July Notes of $6,609 was recorded for both the three months ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014 and 2013 amortization of debt issuance costs on the July Notes of $15,420 and $19,826 was recorded, respectively. |
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August and September 2012 Convertible Debentures (Series B) – In August and September 2012, the Company issued convertible debentures (“August and September Notes”) with an aggregate face value of $330,900. The August and September Notes matured in August and September 2014, bore interest at an annual rate of 10%, and were convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of common stock at $0.40 per share (“Unit”). The number of units issuable upon conversion of the August and September Notes was determined by dividing the then outstanding principal and accrued but unpaid interest by a) $0.35 if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the August and September Notes, or b) $0.32 if a Liquidity Event does not occur within six months of the closing of the offering of the August and September Notes. In September 2014, all of the holders of the August and September Notes exchanged the August and September Notes with an aggregate face value of $330,900 and accrued interest of $66,000 for Series D convertible debentures with an aggregate face value of $397,080. The Company recorded a loss on early extinguishment of debt of $59,041, primarily related to fair value of the warrants in relation to the debt (relative fair value) on the debt exchange transaction. |
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In 2012, the Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of $0.32. The fair value of one Unit was estimated based on the most recent sale of common stock in a private placement immediately preceding the issuance of the August and September Notes and, for the warrant contained in one Unit, using a Black-Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate – 0.22%, dividend rate – 0.00%. The Company recorded a discount against the debt for the beneficial conversion feature totaling $115,712, which was being amortized into interest expense through the maturity dates of the August and September Notes. For the three and nine months ended September 30, 2014, the Company recorded amortization of the discount of $9,643 and $38,571, respectively. For the three and nine months ended September 30, 2013, the Company recorded amortization of the discount of $14,464 and $43,392, respectively. |
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As of September 30, 2014, there was no remaining balance outstanding on the August and September Notes. |
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In connection with the issuance of the August and September Notes, the Company paid cash transactions fees to brokers totaling $30,456. The Company allocated a portion of the transaction fees totaling $19,806, to debt issuance costs, which was capitalized and is being amortized into interest expense over the two-year terms of the August and September Notes. The remaining portion of the fair value of the transactions costs, totaling $10,650 was allocated to equity, treated as equity issuance costs, and recorded against additional paid-in capital. Amortization of debt issuance costs on the August and September Notes of $1,650 and 2,476 was recorded for the three months ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014 and 2013 amortization of debt issuance costs on the July Notes of $7,427 and $6,602 was recorded, respectively. |
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October and November 2012 Convertible Debentures (Series B) – In October and November 2012, the Company issued convertible debentures (“October and November Notes”) with an aggregate face value of $624,372 of which $565,372 represented a conversion of notes payable-related parties to the Founders. In 2013, two of the founders sold a portion of their debenture totaling $141,800 of their aggregate face to third parties. The October and November Notes mature in October and November 2014, bear interest at an annual rate of 10%, and are convertible at the option of the holders into Units, each consisting of a) one share of common stock and b) one warrant to purchase one share of common stock at $0.40 per share (“Unit”). The number of Units issuable upon conversion of the October and November Notes is determined by dividing the then outstanding principal and accrued but unpaid interest by a) $0.35 if a Liquidity Event, as defined in the debenture agreements, occurs within six months of the closing of the offering of the October and November Notes, or b) $0.32 if a Liquidity Event does not occur within six months of the closing of the offering of the October and November Notes. |
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The Company recorded a beneficial conversion feature based on the intrinsic value of the conversion feature equal to the excess of the fair value of one Unit over the conversion rate of $0.32. The fair value of one Unit was estimated based on the most recent sale of common stock in a private placement immediately preceding the issuance of the October and November Notes and, for the warrant contained in one Unit, using a Black-Scholes valuation model and the following assumptions: volatility – 50.50%, risk free rate – 0.22%, dividend rate – 0.00%. The Company recorded a discount against the debt for the beneficial conversion feature totaling $254,004, which is being amortized into interest expense through the maturity dates of the October and November Notes. For the three months ended September 30, 2014 and 2013, the Company recorded amortization of the discount of $28,867 and $31,750, respectively. For the nine months ended September 30, 2014 and 2013, the Company recorded amortization of the discount of $92,368 and $95,251, respectively. As of September 30, 2014, the net carrying value of the October and November Notes totaled $611,047, net of unamortized discount of $13,326. For both the three months and nine ended September 30, 2014 and 2013, interest expense on the October and November Notes of $15,609 and $46,828, respectively, was recorded. In connection with the issuance of the October and November Notes, the Company paid no cash transactions fees to brokers. |
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August 2014 Convertible Debentures (Series C) – In August 2014, the Company issued Series C convertible debentures with an aggregate face value of $240,000 in exchange for the cancellation of Series B convertible debenture with outstanding principal and accrued interest of $240,000. The Series C convertible debentures accrue interest at an annual rate of 10%, mature on July 31, 2015, and are convertible into the Company’s common stock at a conversion rate of $0.20 per share. The holders of the Series C convertible debt also received warrants to acquire 1,000,000 shares of common stock for an exercise price of $0.20 per share, exercisable over 5 years. The Company allocated the face value of the Series C convertible debentures to the warrants and the debentures based on their relative fair values, and allocated $35,016 to the warrants, which was recorded as a discount against the Series C convertible debentures, with offsetting entry to additional paid in capital. The fair value of the warrants using a Black-Scholes valuation model and the following assumptions: volatility – 43.99% to 44.08%, risk free rate – 1.60 to 1.74% %, dividend rate – 0.00%. The discount is being amortized into interest expense over the term of the Series C convertible dentures. During the three and nine months ended September 30, 2014, the Company recorded debt extinguishment costs related to the Series C Debentures of $35,016. As of September 30, 2014, the carrying value of the Series C convertible debentures is $240,000. For both the three months and nine ended September 30, 2014, interest expense of $5,772 was recorded for the Series C convertible debentures. |
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September 2014 Convertible Debentures (Series D) – During the three months ended September 30, 2014, the Company issued Series D convertible debentures with an aggregate face value of $360,275 in exchange for $176,718 of cash ($35,000 was provided by the interim CEO and CFO), in settlement of a Series A convertible debenture with outstanding principal and accrued interest of $26,477, and in settlement of Series B convertible debentures with aggregate outstanding principal and accrued interest of $157,080 of which $35,000 represented a conversion of notes payable-related parties to the Founders. The Series D convertible debentures accrue interest at an annual rate of 12%, mature on August 31, 2015, and are convertible into the Company’s common stock at a conversion rate of $0.165 per share. The holders of the Series D convertible debt also received warrants to acquire 1,519,800 shares of common stock for an exercise price of $0.20 per share, exercisable over 5 years. The Company allocated the face value of the Series D convertible debentures to the warrants and the debentures based on their relative fair values, allocated $52,212 to the warrants, and determined that there were aggregate beneficial conversion features of $8,699. The fair value of the warrants using a Black-Scholes valuation model and the following assumptions: volatility – 43.99% to 44.08%, risk free rate – 1.60 to 1.74% %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features totaling $60,911 was recorded as a discount against the Series D convertible debentures, with offsetting entry to additional paid in capital. The discounts are being amortized into interest expense over the term of the Series D convertible dentures. During the three and nine months ended September 30, 2014, the Company recorded amortization of the discount related to the Series D Notes of $2,395. As of September 30, 2014, the carrying value of the Series D convertible notes is $332,612, net of unamortized discounts of $30,058. For both the three months and nine ended September 30, 2014, interest expense of $3,441 was recorded for the Series D convertible debenture. |
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July 2014 Convertible Notes – In July 2014, the Company issued convertible notes with an aggregate face value of $52,500 for cash ($27,500 was provided by the interim CEO and CFO and two board members). The convertible notes accrue interest at an annual rate of 10%, mature in July 2015, and are convertible into the Company’s common stock at a conversion rate of $0.165 per share. The holders of the convertible notes also received warrants to acquire 318,182 shares of common stock for an exercise price of $0.50 per share, exercisable over 5 years. The Company allocated the proceeds from the convertible notes to the warrants and the notes based on their relative fair values, allocated $6,117 to the warrants, and determined that there were aggregate beneficial conversion features of $8,512. The fair value of the warrants using a Black-Scholes valuation model and the following assumptions: volatility – 43.99% to 44.08%, risk free rate – 1.60 to 1.74% %, dividend rate – 0.00%. The amount allocated to the warrants and beneficial conversion features; totaling $14,629 was recorded as a discount against the convertible notes, with offsetting entry to additional paid in capital. The discounts are being amortized into interest expense over the term of the convertible notes. For the three and nine months ended September 30, 2014, the Company recorded amortization of the discount of $3,531. During the three and nine months ended September 30, 2014, the Company recorded interest expense of $1,260. As of September 30, 2014, the carrying value of the convertible notes is $41,402, net of unamortized discounts of $11,098. |
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See “Note 11– Subsequent Events” for current status of Debentures. |
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Convertible Promissory Note – In March 2014, the Company borrowed $100,000 from an accredited investor pursuant to a six-month convertible promissory note (the “Note”) bearing interest at 10% per year. The Note is convertible at $.165 per share. The Company incurred $5,000 of debt issuance costs representing commission paid to broker-dealers who assisted this transaction. The entire principal balance of this Note, together with all unpaid interest accrued thereon, and shall be due and payable on September 24, 2014 (the “Maturity Date”). Upon payment in full of all principal and interest payable hereunder, this Note shall be surrendered to the Company for cancellation. The principal amount of this Note may be converted in increments of $10,000 into common stock of the Company at a price of $.165 per share (the “Conversion Shares”). Upon conversion, the Holder shall receive, in addition to certificates for the Conversion Shares, a five-year warrant to purchase at $.50 per share an amount of shares of common stock equal to 25% of the number of Conversion Shares. For the three and nine months ended September 30, 2014, interest expense on the Note of $2,685 was recorded. The note was converted effective July 1, 2014 to 606,061 shares of common stock and 500,000 warrants that were issued to the holder. |
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The following is a summary of convertible debentures outstanding as of September 30, 2014: |
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| | Face Value | | | Initial Discount | | | Accumulated Amortization | | | Carrying Value | |
July Notes (Series A) | | $ | 173,858 | | | $ | (84,788 | ) | | $ | 84,788 | | | $ | 173,858 | |
October and November Notes (Series B) | | | 624,372 | | | | (254,004 | ) | | | 240,678 | | | | 611,046 | |
August Notes (Series C) | | | 240,000 | | | | — | | | | — | | | | 240,000 | |
September Notes (Series D) | | | 360,275 | | | | (30,058 | ) | | | 2,395 | | | | 332,612 | |
July 2014 Convertible Notes | | | 52,500 | | | | (14,629 | ) | | | 3,531 | | | | 41,402 | |
Total | | $ | 1,451,005 | | | $ | (383,479 | ) | | $ | 331,392 | | | $ | 1,398,918 | |