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NOTES PAYABLE
9 Months Ended
Sep. 30, 2020
NOTES PAYABLE.  
NOTES PAYABLE

NOTE 8    NOTES PAYABLE

On February 27, 2020, the Company entered into a note purchase agreement with the YAII PN, Ltd., a Cayman Island exempt limited partnership (the “Investor”), pursuant to which the Investor purchased a full recourse promissory note (the “Note”) in the original principal amount of $1,500,000 (“Principal Amount”) for cash proceeds of $1,410,000. The Note included an original issue discount of $90,000, which represents the difference between the principal and proceeds received. The original issue discount, along with the $130,000 advisory fee were recorded as a debt discount which is being amortized over the term of the Note using the effective interest rate method.

The Note bears no coupon interest (original issue discount only) and will become immediately due and payable on May 31, 2021 or upon acceleration, redemption or otherwise upon the occurrence of an event of default, as set forth in the Note and which includes the early termination of a standby equity distribution agreement with the Investor (see Note 11 – Stockholders’ Deficiency, Standby Equity Distribution Agreement). The Company is required to repay the Principal Amount in monthly installments as set forth in the agreement. The Company may, at its discretion, prepay any installment amount or the principal amount, subject to a payment premium equal to the 10% of the amount being prepaid.

During the three and nine months ended September 30, 2020, the Company repaid principal on the Note of $250,000 and $475,000, respectively (of which $250,000 and $391,000, respectively, was repaid from proceeds from the SEDA). As of September 30, 2020, the outstanding aggregate principal balance of the Note was $1,025,000. During the three and nine months ended September 30, 2020, the Company recognized amortization of debt discount of $53,709 and $150,620, respectively, related to the Note. Please see Note 13 - Subsequent Events for additional information regarding further repayments of the Note.

New Note Purchase Agreement and Promissory Note

The Company also entered into a Note Purchase Agreement, dated July 20, 2020, with the Investor, pursuant to which the Investor purchased a full recourse promissory note (the "July 2020 Note") in the original principal amount of $2,500,000 ("July 2020 Principal Amount") for cash proceeds of $2,300,000. The July 2020 Note included an original issue discount of $200,000, which represents the difference between the principal and proceeds received. The original issue discount, along with the $200,000 advisory fee were recorded as a debt discount, which is being amortized over the term of the July 2020 Note using the effective interest rate method.

The July 2020 Note bears no interest (original issuance discount only) and will become immediately due and payable on July 20, 2021 or upon acceleration, redemption or otherwise upon the occurrence of an event of default, as set forth in the July 2020 Note. The Company will repay the July 2020 Principal Amount in monthly installments as set forth in the July 2020 Note. The Company may, at its discretion, prepay any installment amount or the principal amount, subject to a payment premium equal to the 10% of the amount being prepaid. Further, pursuant to the terms of the July 2020 Note, the Company may decrease any installment payment by up to 50%, of which the decreased amount is added to the final installment due on the maturity date.

The Company elected to decrease the monthly installment payments due during May and August 2020 by an aggregate of $225,000. The decrease of $225,000 will be added to the final monthly installment on July 20, 2021.

During the three and nine months ended September 30, 2020, the Company repaid principal on the July 2020 Note of $375,000 (of which $300,000 was repaid from proceeds from the SEDA). As of September 30, 2020, the outstanding aggregate principal balance of the July 2020 Note was $2,125,000. During the three and nine months ended September 30, 2020, the Company recognized amortization of debt discount of $156,693 related to the July 2020 Note. See Note 13 - Subsequent Events for additional information regarding further repayments of the Note.