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Convertible Promissory Notes
3 Months Ended
Dec. 31, 2013
Convertible Promissory Notes  
Convertible promissory notes

On October 25, 2013 and November 4, 2013, the Company closed a private placement of 10 Units to a total of 2 investors, each Unit consisting of (i) a 13-month $50,000 principal amount promissory note (“Promissory Note”) bearing an annual interest rate of 7%, and (ii) a four-year callable Warrant (the "Promissory Note Warrants"), to purchase 20,000 shares of common stock.  The Company received gross proceeds of $500,000.

 

The Promissory Notes are convertible into shares of capital stock at a conversion price equal to the lesser of i) $1.25 per share of common stock, or ii) a 25% discount to market price of the next equity offering.

 

The Company, upon five-day notice to holders of outstanding Promissory Note Warrants, has the right, subject to limitations, to call all or any portion of the Warrants then outstanding if (i) the VWAP for each of ten (10) consecutive trading days equals or exceeds $4.50 per share and (ii) has a minimum trading volume of 50,000 shares per day over the same period.

 

The Company elected the fair value option for notes payable as this option better matches the changes in fair value of notes payable. The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument by instrument basis and applied to an entire instrument. The Company recognized a $239,911 net change in fair value of financial instruments the condensed consolidated statements of operations from October 25, 2013 through December 31, 2013.  On February 11, 2014, the holders of the Promissory Notes converted their holdings into 226,655 shares of Series C Preferred.