Convertible Debt [Text Block] | NOTE 7– CONVERTIBLE DEBT (PIK NOTES) The Company raised $23 million of financing through the issuance of two series of Paid-In-Kind (“PIK”)-Election Convertible Notes in 2013 (“Series 2023 Notes”) and 2014 (“Series A Notes”). The original terms of the Series A Notes included among other things: (i) a maturity of November 1, 2018 with an option to extend to November 1, 2019, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $0.90, adjusted downward based on an anti-dilution provision. The original terms of the Series 2023 Notes included among other things: (i) a maturity of August 1, 2023, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $1.40, adjusted downward based on an anti-dilution provision. On December 14, 2017, an amendment agreement, entered into between the Company and the holders of the Series A Notes and Series 2023 Notes, went into effect. The agreement resulted in changes to certain terms of the Series A and Series 2023 Notes. The key terms of the Series A and Series 2023 Notes, as amended, are highlighted in the table below: Key Terms Series 2023 Notes Series A Notes Inception Date 08/01/2013 11/03/2014 Cash Received $ 10,500,000 $ 12,500,000 Principal (Initial Liability) $ 10,500,000 $ 19,848,486 Maturity (Term) Matures on August 1, 2023 Matures on May 1, 2023 Exercise Price $ 0.59 $ 0.40 Stated Interest 10 10 Derivative Liability $ 2,055,000 $ 9,212,285 As of September 30, 2018, the liability components of the PIK Notes on the Company’s balance sheet are listed in the following table: Series 2023 Notes Series A Notes Total PIK Note Payable, Gross $ 16,394,688 $ 27,214,693 $ 43,609,381 Less: Discount (1,427,737 ) (5,266,239 ) (6,693,976 ) Less: Deferred Financing Cost (191,994 ) (255,447 ) (447,441 ) PIK Note Payable, Net $ 14,774,957 $ 21,693,007 $ 36,467,964 PIK Note Derivative Liability $ 502,678 $ 5,235,428 $ 5,738,106 As of December 31, 2017, the liability components of the PIK Notes on the Company’s balance sheet are listed in the following table: Series 2023 Notes Series A Notes Total PIK Note Payable, Gross $ 16,090,721 $ 26,909,716 $ 43,000,437 Less: Discount (1,538,299 ) (7,701,839 ) (9,240,138 ) Less: Deferred Financing Cost (221,280 ) (294,414 ) (515,694 ) PIK Note Payable, Net $ 14,331,142 $ 18,913,463 $ 33,244,605 PIK Note Derivative Liability $ 163,634 $ 1,883,630 $ 2,047,264 Series A Notes (Amended) On November 3, 2014 (“Issue Date”), the Company issued, in a private placement pursuant to investment agreements, $19,848,486 principal amount of 10% PIK-Election Convertible Notes due 2018 ("Series A Notes") in exchange for $12,500,000 in cash and the cancellation of previously-issued warrants held by one investor. The original terms of the Series A Notes included among other things: (i) a maturity of November 1, 2018 with an option to extend to November 1, 2019, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $0.90, adjusted downward based on an anti-dilution provision. At September 30, 2018, the fair value of the Series A Note Derivative was estimated to be $5,235,428. During the three and nine months ended September 30, 2018, the Company amortized $234,911 and $2,474,567, respectively of debt discount and deferred financing cost relating to the Series A Notes Payable and issued additional PIK Notes of $304,977 in lieu of cash interest payments, increasing the net carrying value of the Series A Notes Payable to $21,693,007 at September 30, 2018. At December 31, 2017, the fair value of the Series A Note Derivative was estimated to be $1,883,630, which includes the value of the derivative related to the additional PIK Notes issued in May and November 2017 for the semi-annual interest payments due and the additional notes issued in December, 2017. During the year ended December 31, 2017, the Company amortized $5,808,294 of debt discount and deferred financing cost relating to the Series A Notes Payable and issued additional PIK Notes in lieu of interest payments of $2,797,836, increasing the net carrying value of the Series A Notes Payable to $18,913,463 at December 31, 2017. As of September 30, 2018, the Company was in compliance with the covenants of the Series A Notes. Series 2023 Notes (Amended) In August 2013, the Company received $10,500,000 of financing through the private placement of 10% mandatory convertible Notes due 2023 ("Series 2023 Notes"). The principal amount of the Notes is due on maturity. The Company can elect to pay semi-annual interest on the Series 2023 Notes with additional PIK Notes containing the same terms as the Series 2023 Notes, except interest will accrue from issuance of such notes. The Company can also elect to pay interest in cash. In February, 2017 and August, 2017, the Company issued $703,550 and $738,728, respectively, in additional Series 2023 Notes to the holders to pay the semi-annual interest. Additionally, on December 14, 2017, the Company issued $577,439 of additional 2023 Notes, which represented the accrued interest of the Series 2023 Notes on the day on which the terms of the Series 2023 Notes were effectively amended. The original terms of the Series 2023 Notes included among other things: (i) a maturity of August 1, 2023, (ii) a stated interest rate of 10% paid semi-annually and (iii) a conversion price of $1.40, adjusted downward based on an anti-dilution provision. At September 30, 2018, the fair value of the Series 2023 Note Derivative was estimated to be $502,678, which includes the value of the derivative related to additional PIK Notes issued in February and August 2018. During the three and nine months ended September 30, 2018, the Company amortized $35,566 and $139,848, respectively of debt discount and deferred financing cost relating to the Series 2023 Notes Payable and issued additional PIK Notes of $303,967 in lieu of cash interest payments, increasing the net carrying value of the Series 2023 Notes Payable to $14,774,957 at September 30, 2018. At December 31, 2017, the fair value of the Series 2023 Note Derivative was estimated to be $163,634, which includes the value of the derivative related to additional PIK Notes issued in February and August 2016 for the semi-annual interest payments due and the additional notes issued in December, 2017. During the year ended December 31, 2017, the Company amortized $200,360 of debt discount and deferred financing cost relating to the Series 2023 Notes Payable and issued additional PIK Notes of $2,019,717 in lieu of cash interest payments, increasing the net carrying value of the Series 2023 Notes Payable to $14,331,142 at December 31, 2017. As part of the amendment agreement, the holders of the Series 2023 Notes received warrants to purchase 3,720,000 million shares of common stock at $0.10 per share. The Black Scholes value of these warrants totaled $224,290. As of September 30, 2018, the Company was in compliance with the covenants of the Series 2023 Notes. |