Promissory Notes | Note 13. Promissory Notes The following is the summary of outstanding promissory notes as of December 31, 2019 and 2018: December 31, December 31, 2019 2018 Interest rate Principal Amount Carrying Amount* Principal Amount Carrying Amount* Maturity Date Convertible Note‐Mr. McMahon(Note 15 (a)) 4 % $ 3,000,000 $ 3,260,055 $ 3,000,000 3,140,055 December 31, 2020 Convertible Note‐SSSIG (Note 15 (a)) 4 % 1,252,300 1,300,657 1,000,000 1,000,000 February 8, 2020, in process of renewal Convertible Note‐SSSIG (Note 15 (a)) 4 % 250,000 250,000 — — November 25, 2020 Convertible Note‐Advantech (a) 8 % 12,000,000 3,192,896 12,000,000 11,313,770 June 28, 2021 Senior Secured Convertible Note (b) 10 % 850,000 347,763 — — August 22, 2020 Senior Secured Convertible Note (c) 10 % 3,580,000 1,895,958 — — March 27, 2021 Senior Secured Convertible Note (d) 4 % 3,000,000 1,405,027 — — December 2020 Promissory Note (e) 6 % 3,000,000 3,000,000 — — November 2020 Total 26,932,300 14,652,356 16,000,000 15,453,825 Less: Current portion 8,012,845 4,140,055 Long‐term Note, less current portion $ $ 6,639,511 $ $ 11,313,770 *Carrying amount includes the accrued interest. The following table summarizes future maturities of long-term debt, contractual obligations for interest, as well as projected interest expense resulting from the amortization of debt discounts as of December 31, 2019: Principal Interest 2020 $ 9,850,000 $ 12,211,919 2021 17,082,300 4,302,643 2022 — — 2023 — — 2024 — — Thereafter — — $ 26,932,300 $ 16,514,562 As of December 31, 2019, the Company was in compliance with all ratios and covenants. (a) $12 million Convertible Note - Advantech On June 28, 2018, the Company entered into a convertible note purchase agreement with Advantech Capital Investment II Limited (“Advantech”) in the aggregate principal amount of $12.0 million (the Notes). The Notes bear interest at a rate of 8.0%, mature on June 28, 2021, and are convertible into the shares of the Company’s common stock at a conversion price of $ 1.82 per share and subsequently reset conversion price to $1.00 in October 2019 (See Note 13 (c) below) due to the down round provision included in the convertible note purchase agreement. The initial difference between the conversion price and the fair market value of the common stock on the commitment date (transaction date) resulted in a BCF recorded of $1.4 million and increased by $10.6 million due to down round provision adjustment in October 2019. For the years ended December 31, 2019 and 2018, total interest expense recognized relating to the BCF and accured expense was $1.5 million and $0.7 million, respectively. The carrying amounts as of December 31, 2019 and 2018, are reflected net of discounts of $10.2 million and $1.2 million, respectively, associated with the BCF of the convertible notes. This amount is being amortized based on the effective yield method through the first demand redemption date as applicable. The agreement also requires the Company to comply with certain covenants, including restrictions on the use of the proceeds and other convertible note offering. (b) $2.05 million Senior Secured Convertible Debenture due in August 2020 - ID Ventura 7 On February 22, 2019, the Company executed a security purchase agreement with ID Venturas 7, LLC ("IDV"), whereby the Company issued $2.1 million of senior secured convertible note ("February IDV Note"). The note bears interest at a rate of 10.0% per year payable either in cash or in kind at the option of the Company on a quarterly basis and matures on August 22, 2020. In addition, IDV is entitled to the following: (1) the convertible note is senior secured; (2) convertible at an adjusted $1.00 (original $1.84) per share of Company common stock at the option of IDV, subject to adjustments if subsequent equity shares have a lower conversion price ("down round provision"), (3) 1,166,113 shares of common stock of the Company and (4) a warrant exercisable for 150% of the number of shares of common stock which the note is convertible into at an exercise price of $1.00 (original $1.84) per share and will expire 7 years (extended from 5 years: See (d) below) after issuance. The Company received aggregate gross proceeds of $2.0 million, net of $50,000 for the issuance expenses paid by IDV. Total funds received were allocated to convertible note, common stocks and warrants based on their relative fair values in accordance with ASC 470-20-30. The value of the convertible note and common stocks was based on the closing price on February 22, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 111.83% and an interest rate of 2.48%. The relative fair value of the warrants was recorded as additional paid-in capital and reduced (discount on) the carrying amount of the convertible note. The Company recognized a BCF of $0.6 million as an increase in additional paid in capital and reduced (discount on) the carrying amount of the convertible note, which was the fair value of the common stock at the commitment date for convertible note, less the effective conversion price.. Interest on the convertible note is payable quarterly starting from April 1, 2019. The convertible note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the convertible note plus additional warrants and accrued and unpaid interest to the date of redemption. IDV has registration rights that require the Company to file and register the common stock issued or issuable upon conversion of the convertible note or the exercise of the warrants, within 180 days following the closing of the transaction. The Company is also subject to penalty fee at 8.0% per annum for late payments of interests and compensation for the loss of IDV on failure to timely deliver conversion shares upon conversion. The security purchase agreement contains customary representations, warranties and covenants. The convertible note is collateralized by the Company's equity interest in Grapevine and the Company has the right to request for the removal of the guarantee and collateral by issuance of additional 250,000 shares of common stock. Modification/Extinguishment On September 27, 2019, the Company issued 250,000 shares of common stock to IDV in exchange for the release of Grapevine as collateral. The issuance of the shares in exchange for the removal of collateral was treated as a modification of existing convertible note pursuant to the guidance of ASC 470-50 "Debt - Modifications and Extinguishments" ("ASC 470-50"). The Company concluded that the convertible note qualified for debt extinguishment as the 10% cash flow test was met. As a result, the $2.05 million secured convertible note was written off (carrying amount: $813,254) and the amended note was recorded at fair value (approximately $1.7 million). The Company recognized a non-cash loss on extinguishment of debt in the amount of $1,236,746 and the intrinsic value of reacquisition of BCF is zero as of September 27, 2019. Down round price adjustment on October 30, 2019 Under the down round provision included in the debenture agreement and warrant agreement, if at any time while the debenture and warrants outstanding, the Company sells or grants any options or warrants with respect to the purchase and sale of Common Stock (collectively, " Additional Securities") of the Company resulting in a price per share of such Additional Securities of less than the then conversion price (such lower price, the "Base Conversion/Exercise Price"), then, simultaneously with the closing of such subsequent equity sales, the conversion price and/or exercise price shall be reduced to equal the Base Conversion/Exercise Price. As a result of our additional financing on October 30, 2019 (See (c) below), the Company entered into a letter agreement with IDV pursuant to which the Company agreed to reduce the conversion price of the Debentures and the exercise price of the Warrants from $1.84 to $1.00. The Company recognized approximately $1.4 million of remeasured BCF as an increase in additional paid in capital and reduced (discount on) the carrying amount of the convertible note and $0.2 million of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants. The fair value of the adjusted warrants was determined using the Black-Scholes option-pricing model based on the following assumptions: (1) volatility rate of 112%, (2) interest rate of 2.48%, (3) zero expected dividend yield, and (4) expected life of 5 year. Conversion During the fourth quarter ended December 31, 2019, $1.2 million of the convertible notes, plus interest, were converted into 1,2 million shares of common stock of the Company. As a result of the conversions, the Company recognized interest expenses of $1.0 million with an offset to debt discount. The discounts on the convertible note for the warrants and BCF are being amortized to interest expense, using the effective interest method over the term of the convertible note. As of December 31, 2019, the carrying amount as of December 31, 2019 is reflected net of discounts of $538,000. Total interest expense recognized relating to the discount and accrued interest was $1.2 million for year ended December 31, 2019. (c) $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Ventura 7 On September 27, 2019, the Company executed a security purchase agreement with IDV ("IDV September Agreement"), whereby the Company issued $2,500,000 of senior secured convertible note in September ("September IDV Notes") and issued additional $1,080,000 of secured convertible notes subsequently based on additional investment rights in IDV September Agreement. The notes bear interest at a rate of 10% per year payable either in cash or in kind at the option of the Company on a quarterly basis and mature on March 27, 2021. In addition, IDV is entitled to the following: (i) the convertible note is senior secured; (ii) convertible at an adjusted $1.00 (original $1.84) per share of Company common stock at the option of IDV, subject to down round provision, (ii) 1.5 million shares of common stock of the Company and (iii) a warrant exercisable for 150% of the number of shares of common stock which the note is convertible into at an exercise price of $1.00 (original $1.84) per share and will expire in 7 years (extended from 5 years: See (c) below) after issuance. The Company received net proceeds of $3.5 million (aggregate gross proceeds of $3.6 million, net of $65,000 for the issuance expenses paid to IDV). Total gross proceeds were allocated to convertible note, common stocks and warrants based on their relative fair values in accordance with ASC 470-20-30. The value of the convertible note and common stocks was based on the closing price on September 27, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 122.44% and an average interest rate of 1.66%. The relative fair value of the warrants was recorded as additional paid-in capital and reduced (discount on) the carrying amount of the convertible note. The Company recognized a BCF as a discount on convertible note at its intrinsic value, which was the fair value of the common stock at the commitment date for convertible note, less the effective conversion price. The Company recognized approximately $1.3 million of BCF in total as an increase in additional paid in capital and reduced (discount on) the carrying amount of the convertible note in the accompanying consolidated balance sheet. The convertible note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the convertible note plus additional warrants and accrued and unpaid interest to the date of redemption. The security purchase agreement contains customary representations, warranties and covenants. The convertible note is collateralized by the Company's equity interest in DBOT. IDV has registration rights that require the Company to file and register the common stock issued or issuable upon conversion of the convertible note or the exercise of the warrants, within 120 days following the closing of the transaction. The Company is also subject to penalty fee at 8.0% per annum for late payments of interests and compensation for the loss of IDV on failure to timely deliver conversion shares upon conversion. Down round price adjustment on October 30, 2019 On October 29, 2019 the Company entered into a letter agreement (the "Agreement") with IDV pursuant to which the Company agreed to reduce the conversion price of the Debentures and the exercise price of the Warrants from $1.84 to $1.00 for February IDV Note and September IDV Note due to the lower conversion price and exercise price agreed in the additional issuance in October. The Company recognized $150,000 of remeasured BCF as an increase in additional paid in capital and reduced (discount on) the carrying amount of the convertible note and $149,000 of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants. The discounts on the convertible note for the warrants and BCF are being amortized to interest expense, using the effective interest method over the term of the convertible note. As of December 31, 2019, the carrying amount as of December 31, 2019 is reflected net of discounts of $1,779,000. Total interest expense recognized relating to the discount and accrued interest was $0.7 million for year ended December 31, 2019. Additional Issuance for no additional consideration-Consent of YA II PN convertible notes On December 19, 2019, the Company executed an additional issuance agreement with IDV. pursuant to which the Company obtained a consent from IDV for subsequent financing with YA II PN (see (d) below) in exchange for (1) 2.0 million shares of the Company's common stock; (2) the warrant to purchase 1.0 million shares of the Company's common stock at an exercise price of $1 with a 7-year term in the form of prior warrants issued to IDV; (3) a 2 year extension of the exercise period for all outstanding warrants held by IDV. The additional issuance above and the exercise period extension in exchange for the consent was treated as a modification of existing convertible note pursuant to the guidance of ASC 470-50. The Company concluded that the convertible notes issued based on IDV September Agreement qualified for debt extinguishment as the 10.0% cash flow test was met. As a result, the $3.6 million secured convertible note was written off (carrying amount $0.4 million)and the amended note was recorded at fair value ($2.2 million) along with a BCF at intrinsic value ($0.5 million). The Company measured and recognized the intrinsic value of the BCF (reacquisition price $0.5 million) on December 19, 2019 and recognized a non-cash loss on extinguishment of debt in the amount of $2.7 million in accordance with ASC 470-20-40-3. In addition, the Company recognized deemed dividend of approximately $0.5 million for the extension of exercise period for all applicable warrants issued to IDV. (d) $5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN On December 19, 2019, the Company completed the initial closing with respect to a securities purchase agreement with YA II PN, Ltd, a company incorporated under the laws of the Cayman Islands ("YA II PN"), where YA II PN has agreed to purchase from the Company up to $5.0 million (with 4% discount) in units consisting of secured convertible debentures (the "Convertible Debentures"), which shall be convertible into shares of the Company's common stock at lower of (1) $1.50 per share or (2) 90% of the lowest 10 day volume weighted average price ("VWAP") with a floor price at $1.00, subject to adjustments if subsequent equity shares have a lower conversion price, and shares of the Company's Common Stock. The purchase and sale of the units shall take place in three closings: 1. First Closing: $2.0 million of Convertible Debentures and 1,4 million shares of Common Stock closed on December 19, 2019; 2. Second Closing $1.0 million of Convertible Debentures and 0.7million shares of Common Stock closed on December 31, 2019 upon filing the registration statement; and 3. Third Closing: $2.0 million of Convertible Debentures and 1.4 million shares of Common Stock closed on February 13, 2020 when such registration statement was declared effective by the SEC. The Convertible Note matures on December 19, 2020 and accrues at an 4.0% interest rate. YA II PN also received (i) a warrant (the "Warrant I") exercisable for 1.7 million shares of common stock at $1.50 with an expiration date 60 months from the date of the agreement, and (ii) a warrant (the "Warrant II") exercisable for 1.0 million shares of common stock at $1.00 with an expiration date of 12 months from the date of the agreement. The Company received aggregate gross proceeds of $2.9 million (net of $0.1 million discount) as of December 31, 2019 and received $2.0 million in February 2020. Total funds received were allocated to Convertible Debentures, common stocks and warrants based on their relative fair values in accordance with ASC 470-20-30. The value of the Convertible Debentures and common stocks was based on the closing price on December 19, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years (1 year for Warrant II), expected dividend rate of 0%, volatility of 122.44% and an interest rate of 1.66% (1.54% for Warrant II). The relative fair value of the warrants was recorded as additional paid-in capital and reduced (discount on) the carrying amount of the convertible note. There was no BCF because its intrinsic value is zero since the stock price of the common stock at the commitment date for convertible note is greater than the effective conversion price. The convertible note is redeemable at the option of the Company in whole or in part at an initial redemption price of the principal amount of the convertible note plus a redemption premium equal to 15% of the amount being redeemed and accrued and unpaid interest to the date of redemption. YA II PN also has registration rights that demand the Company to file and register the common stock issued or issuable upon conversion of the convertible note or the exercise of the warrants. The security purchase agreement contains customary representations, warranties and covenants. The discounts on the convertible note for the warrants and BCF are being amortized to interest expense, using the effective interest method over the term of the convertible note. As of December 31, 2019, the unamortized discount on the convertible note is $1.0 million. Total interest expense recognized relating to the discount and accrued interest was approximately $70,000 for year ended December 31, 2019. (e) $3 million Promissory Note due in November 2020 – New Castle County On November 25, 2015, DBOT, the subsidiary which the Company acquired in 2019 (note 6 (c)) , entered into a promissory note with New Castle County, a political subdivision of the State of Delaware in the aggregate principal amount of $3.0 million (the Notes). The Notes bear interest at a rate of 6%, mature on November 25, 2020. For the year ended December 31, 2019, the Company recorded interest expense of $180,000 related to the Note. The agreement also requires the Company to comply with certain covenants, including restrictions on new indebtedness offering and liens. |