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Convertible Promissory Notes
9 Months Ended
Sep. 30, 2015
Debt Disclosure [Abstract]  
Convertible Promissory Notes

During the nine months ended September 30, 2015, the Company closed on a private offering and issued and sold 22.25 units (the “Units”) to accredited investors with each such Unit consisting of a 9% Convertible Promissory Note with the principal face value of $50,000 (the “Notes”) and a warrant to purchase 66,667 shares of the Company’s common stock (the “Warrant”). The Company also agreed to provide piggy-back registration rights to the holders of the Units. The Notes have a term of twelve (12) months, pay interest semi-annually at 9% per annum and can be voluntarily converted by the holder into shares of common stock at an exercise price of $0.75 per share, subject to adjustments for stock dividends, splits, combinations and similar events as described in the Notes. In addition, if the Company issues or sells common stock at a price below the conversion price then in effect, the conversion price of the Notes shall be adjusted downward to such price but in no event shall the conversion price be reduced to a price less than $0.50 per share. The Warrants have an exercise price of $.75 per share and have a term of four years. The holders of the Warrants may exercise the Warrants on a cashless basis for as long as the shares of common stock underlying the Warrants are not registered on an effective registration statement. The relative fair value ascribed to the 1,183,339 warrants issued was approximately $318,000 and was recorded to additional paid-in capital. The Company used the net proceeds from the sale of the Units for general working capital. The Units were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”). The Company raised gross proceeds of $1,112,500 and issued warrants to acquire 1,483,340 shares of common stock.  Our CEO invested $150,000 in the Notes and received 200,001 Warrants related to the offering during the nine months ended September 30, 2015.

 

The embedded conversion feature of the notes was bifurcated and accounted for as a derivative liability at approximately $393,000 on the day of issuance.  The remaining proceeds were allocated based on the relative fair value of the debt and the warrant, and accordingly, approximately $730,520 of debt discount was recorded and will be amortized over the term of the debt using the effective interest rate method.  As of September 30, 2015, the balance of the discount had been amortized down to approximately $425,000.

 

On July 15, 2015, the Company issued a Convertible Promissory Note in the principal amount of $400,000 inclusive of interest. The Note is for a term of six months. The Note bears interest at twelve percent per annum. The Note is secured by the assets of the Company. The Note may be converted into shares of the Company’s common stock at $0.75 per share. The Company also issued the holder warrants to purchase 500,000 shares of the Company’s common stock. The proceeds were allocated based on the relative fair value of the debt and the warrant.  The warrants have an exercise price of $0.75 per share and have a term of two years.  The relative fair value ascribed to the 500,000 warrants issued was approximately $49,000 and was recorded to additional paid-in capital.  This amount will be amortized over the term of the debt using the effective interest rate method. As of September 30, 2015, the balance of the discount has been amortized down to $29,000.