NOTE PAYABLE	3 Months Ended
Apr. 30, 2020
NOTE PAYABLE
NOTE PAYABLE	10. NOTE PAYABLE In connection with the Merger Agreement, the Company and Timber Sub entered into a Credit Agreement, dated as of January 28, 2020, pursuant to which Timber Sub agreed to make a Bridge Loan to the Company in an aggregate amount of $2.25 million. Pursuant to the terms of the Credit Agreement, Timber Sub made the Bridge Loan to the Company in three tranches: (i) a $625,000 initial advance ($700,000 less $75,000 of original issue discount (“OID”)) made on the closing date of the Credit Agreement; (ii) $625,000 ($700,000 less $75,000 of OID) 30 days thereafter; and (iii) $1,000,000 ($1,100,000 less $100,000 of OID) upon the closing of the Merger. The Bridge Loan bears interest at a rate of 12% per annum and is repayable on June 15, 2020, subject to extension for an additional month under certain circumstances, the termination (without completion) of the Merger or upon a liquidity event, as defined in the Credit Agreement. The Company also issued to Timber Sub a promissory note setting forth the terms of repayment (the “Note”). The Bridge Loan is collaterized by a lien on all of the Company’s assets. Further, in connection with the Bridge Loan, on January 28, 2020 the Company issued to Timber Sub a warrant to purchase approximately 187,944 shares of common stock at an exercise price of $0.12 (the “Bridge Warrant”). The Bridge Warrant was exercised on a cashless basis on February 10, 2020 for a total amount of 183,361 shares of the Company’s common stock. As of January 31, 2020, the Company received the initial tranche of $625,000 and recorded the note payable based on the relative fair values of the Bridge Warrant and Note. To value the Bridge Warrrant, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.44%, contractual term of 30 months, expected volatility of 70.3% and a dividend rate of 0%. The fair value of the Bridge Warrant was approximately $460,000 and was recorded as additional paid-in capital and a discount on the Bridge Loan. The debt discount and issuance costs of $522,000 as of January 31, 2020 will be amortized through June 15, 2020. On February 28, 2020, the Company received the second tranche payment of $625,000. The Company recorded approximately $388,000 in note discount in interest expense for the three months ended April 30, 2020.

10. NOTE PAYABLE

In connection with the Merger Agreement, the Company and Timber Sub entered into a Credit Agreement, dated as of January 28, 2020, pursuant to which Timber Sub agreed to make a Bridge Loan to the Company in an aggregate amount of $2.25 million. Pursuant to the terms of the Credit Agreement, Timber Sub made the Bridge Loan to the Company in three tranches: (i) a $625,000 initial advance ($700,000 less $75,000 of original issue discount (“OID”)) made on the closing date of the Credit Agreement; (ii) $625,000 ($700,000 less $75,000 of OID) 30 days thereafter; and (iii) $1,000,000 ($1,100,000 less $100,000 of OID) upon the closing of the Merger. The Bridge Loan bears interest at a rate of 12% per annum and is repayable on June 15, 2020, subject to extension for an additional month under certain circumstances, the termination (without completion) of the Merger or upon a liquidity event, as defined in the Credit Agreement. The Company also issued to Timber Sub a promissory note setting forth the terms of repayment (the “Note”).

The Bridge Loan is collaterized by a lien on all of the Company’s assets. Further, in connection with the Bridge Loan, on January 28, 2020 the Company issued to Timber Sub a warrant to purchase approximately 187,944 shares of common stock at an exercise price of $0.12 (the “Bridge Warrant”). The Bridge Warrant was exercised on a cashless basis on February 10, 2020 for a total amount of 183,361 shares of the Company’s common stock.

As of January 31, 2020, the Company received the initial tranche of $625,000 and recorded the note payable based on the relative fair values of the Bridge Warrant and Note. To value the Bridge Warrrant, the Company used the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.44%, contractual term of 30 months, expected volatility of 70.3% and a dividend rate of 0%. The fair value of the Bridge Warrant was approximately $460,000 and was recorded as additional paid-in capital and a discount on the Bridge Loan. The debt discount and issuance costs of $522,000 as of January 31, 2020 will be amortized through June 15, 2020. On February 28, 2020, the Company received the second tranche payment of $625,000. The Company recorded approximately $388,000 in note discount in interest expense for the three months ended April 30, 2020.