5. Convertible Notes
|3 Months Ended|
Mar. 31, 2017
|Debt Disclosure [Abstract]|
As in the prior years, the Company continues to issue convertible notes in exchange for cash. The notes typically do not bear any interest, however, there is an implied interest rate of 10% since the notes are typically issued at 10% less than its face value. The notes are unsecured, and usually mature twelve months from issuance.
The notes are convertible at the option of the note holder into the Company’s common stock at a conversion price stipulated in the conversion agreement. In addition, the note holders received warrants to purchase shares of common stock that are fully vested and will expire in one year from the date of issuance.
As a result, the Company records a note discount to account for the relative fair value of the warrants, the notes’ beneficial conversion feature or BCF, and original issue discount of 10% (OID). The note discounts are amortized over the term of the notes or amortized in full upon its conversion to common stock. At December 31, 2016, total outstanding notes payable amounted to $417,000, accrued penalty interest of $23,000 and unamortized note discount of $92,000, or a net balance of $348,000.
During 2017, the Company issued similar convertible promissory notes in the aggregate of $222,000 for cash of $201,000 or a discount of $21,000. The notes do not bear any interest, however, the implied interest rate used was 10% since the notes were issued 10% less than its face value. The notes are unsecured, mature in twelve months from issuance and convertible at $0.05 per share. In addition, the Company also granted these note holders warrants to purchase approximately 2.2 million shares of the Company’ common stock. The warrants are fully vested, exercisable at $0.05 per share and will expire in one year. As a result, the Company recorded a note discount of $222,000 to account for the relative fair value of the warrants, the notes’ BCF, and OID. The note discounts are being amortized over the term of the note or amortized in full upon the conversion to common stock.
Two notes, with a total amount of $85,000 matured in March 2017 and became past due. As a result, pursuant to the terms of the note, the Company accrued a penalty interest equal to 10% of the principal or $8,000 which was recorded as an addition to the note principal. During the period ended March 31, 2017, a total of $120,000 notes payable was converted to 2,391,400 shares of common stock. In addition, the note discount of $179,000 was amortized to interest expense, and interest of $5,000 was accrued.
As of March 31, 2017, total outstanding notes payable amounted to $527,000, accrued interest of $28,000 and unamortized note discount of $135,000 for a net balance of $420,000. A total of five notes in the aggregate of $304,000 have reached maturity and are past due. The Company is currently in negotiations with the noteholders to settle the matured notes payable.
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
Reference 1: http://www.xbrl.org/2003/role/presentationRef