7. CONVERTIBLE PROMISSORY NOTES

6 Months Ended

Mar. 31, 2018

Convertible Promissory Notes

CONVERTIBLE PROMISSORY NOTES

On October 4, 2016 and October 24, 2016, the Company issued in aggregate $2,125,000 of 8% Convertible Promissory Notes to accredited investors. The securities consist of 8% Convertible Notes (the “Notes”) with warrants to purchase 141,676 shares of the Company’s stock. The warrants have an exercise price of $7.80. The Warrants expire in September 2021.

Effective June 30, 2017, the Company converted the Notes and all accrued interest of $127,500 into common shares of the Company at a price of $3.95 per share. In this transaction, the Company issued 570,254 shares of common stock.

The Company accounted for the initial issuance of these Notes in accordance with FASB ASC Topic 470-20 “Debt with Conversion and Other Options”.  The Black-Scholes value of the warrants, $5,159, associated with the issuance was recorded as a discount to debt and was amortized into interest expense. In addition, the issuance of the Notes and warrants were

assessed and did not contain an embedded beneficial conversion feature as the effective conversion price was not less than the relative fair value of the instrument. We also had fees of $200,800 associated with the financing, which was recorded as a debt discount and is being amortized over the term of the Notes. We have recorded no interest expense related to these amounts for the three and six months ended March 31, 2018.

The outstanding balances due under the agreements were $0 at both March 31, 2018 and September 30, 2017.