XML 26 R15.htm IDEA: XBRL DOCUMENT v3.20.4
SECURED PROMISSORY NOTES
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
SECURED PROMISSORY NOTES

NOTE 9. SECURED PROMISSORY NOTES

The following table provides a summary of the activity of the Company's secured notes:

 

 

 

Global

Ichiban

 

 

St. George

 

 

Total

 

Secured Notes Principal Balance at December 31, 2018

 

$

4,956,745

 

 

$

1,315,000

 

 

$

6,271,745

 

New notes

 

 

-

 

 

 

845,000

 

 

 

845,000

 

Note conversions

 

 

(115,000

)

 

 

-

 

 

 

(115,000

)

Interest converted to principal

 

 

171,152

 

 

 

-

 

 

 

171,152

 

Note assignments

 

 

-

 

 

 

-

 

 

 

-

 

Secured Notes Principal Balance at December 31, 2019

 

 

5,012,897

 

 

 

2,160,000

 

 

 

7,172,897

 

Less: remaining discount

 

 

(765,576

)

 

 

(71,666

)

 

 

(837,242

)

Secured Notes, net of discount, at December 31, 2019

 

 

4,247,321

 

 

 

2,088,334

 

 

 

6,335,655

 

New notes

 

 

-

 

 

 

-

 

 

 

-

 

Note conversions

 

 

-

 

 

 

-

 

 

 

-

 

Interest converted to principal

 

 

-

 

 

 

-

 

 

 

-

 

Secured Notes Principal Balance at March 31, 2020

 

 

5,012,897

 

 

 

2,160,000

 

 

 

7,172,897

 

Less: remaining discount

 

 

(535,903

)

 

 

 

 

 

(535,903

)

Secured Notes, net of discount, at March 31, 2020

 

$

4,476,994

 

 

$

2,160,000

 

 

$

6,636,994

 

 

Global Ichiban Secured Promissory Notes

During 2018, the company issued to Global $1.9 million aggregate principal amount in notes, in exchange for additional proceeds of $1.9 million. The aggregate original issue discounts of $65,000 will be allocated to interest expense, ratably, over the life of the note. These notes matured between January 11, 2019 and October 22, 2019.

On October 22, 2018, Global sold one of its notes to another investor. As a result of this sale, $250,000 in principal and $26,000 of accrued interest were assigned to the new investor and is no longer considered secured debt. Please refer to Note 11 for further discussion of the assignment. This note is redeemable in stock, at the discretion of the Company, under the same conversion terms described above.

The following table summarizes the conversion activity of this note:

 

Conversion Period

 

Principal

Converted

 

 

Interest

Converted

 

 

Common Shares

Issued

 

Q1 2018

 

$

1,250,000

 

 

$

-

 

 

 

2,450,981

 

Q2 2018

 

 

176,000

 

 

 

-

 

 

 

1,035,295

 

Q1 2019

 

 

115,000

 

 

 

-

 

 

 

9,595,327

 

 

 

$

1,541,000

 

 

$

-

 

 

 

13,081,603

 

 

Since conversions began in the first quarter of 2018, the interest associated with conversions has been added back into the principal of the notes. The following table summarizes the activity of adding the interest to principal:

 

Period

 

Interest converted to

Principal

 

Q1 2018

 

$

96,281

 

Q2 2018

 

 

44,237

 

Q1 2019

 

 

171,152

 

 

 

$

311,670

 

 

All the notes issued in accordance with the note purchase and exchange agreement dated November 30, 2017 are secured by a security interest on substantially all of the Company’s assets, bear interest at a rate of 12% per annum and contain standard and customary events of default including but not limited to: (i) failure to make payments when due under the notes, and (ii) bankruptcy or insolvency of the Company. There are no registration rights applicable to the notes.

Payments on these notes have not occurred in accordance with the agreement and, as of the date of this filing, these notes are due upon demand. As of March 31, 2020, the aggregate principal and interest balance of the Notes were $5,012,897 and $733,852, respectively.

Subsequent to the period of this report, the amounts owed to Global were exchanged for a new note. Refer to the Global Exchange Agreement section of Note 15. Subsequent Events for further discussion.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The aggregate derivative value of the notes was $2.0 million as of December 31, 2019. This value was derived from Management's fair value assessment using the following assumptions: annual volatility of 46%, present value discount rate of 12%, and a dividend yield of 0%.

At March 31, 2020, pursuant to ASC Topic 815, Derivatives and Hedging, Management conducted a fair value assessment of the embedded derivatives associated with these notes. Engaging the services of Harper Hofer & Associates, LLC, a CPA firm specializing in these valuations, it was determined that a rational investor would not convert the notes, and would not expect to do so in the foreseeable future. The Company has reported doubt as to its ability to continue as a going concern since 2015. The Company scaled down operations and did not expect to ramp up until significant financing could be obtained and has been operating under these conditions for some time already, continuously chasing funding to continue operations. Circumstances shifted in late 2019 and early 2020, making fundraising and continuing operations more difficult, thereby reducing liquidity and attractiveness of the common stock. These new circumstances made it clear to current and prospective investors that the Company would either file bankruptcy or restructure with a strategic investor. Accordingly, as of the valuation date, conversion of a debt instrument into common stock that cannot be sold in the marketplace would put the holder in a far less secure position compared to holding the instrument as debt. As a result of the fair value assessments, the Company recorded an aggregate net gain of $2.0 million for the three months ended March 31, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of March 31, 2020.

St. George Secured Convertible Notes

On May 8, 2018, the Company, entered into a note purchase agreement with St. George Investments LLC ("St. George"), for the private placement of a $575,000 secured convertible promissory note. The Company received $500,000 in aggregate proceeds for the note in two tranches and recorded and original issue discount of $50,000 and debt financing costs of $25,000. The original issue discount and the financing costs will be recognized as interest expense, ratably, over the life of the note.

On November 5, 2018, the Company entered into a second securities purchase agreement with St. George, for the private placement of a $1.2 million secured convertible promissory note ("Company Note"). On November 7, 2018, the Company received $200,000 of gross proceeds from the offering of the Company Note. The Company may receive additional cash proceeds of up to an aggregate of $800,000 through cash payments made from time to time by St George of principal and interest under the eight Investor Notes. The aggregate principal amount of the Company Note is divided into nine tranches, which tranches correspond to (i) the cash funding received on November 5, 2018 and (ii) the principal amounts of the eight Investor Notes. As of December 2019, the Company had received an additional $800,000 in proceeds and had recorded $1,220,000 in principal related to the Company and Investor Notes. The Company recorded original issue discounts of $200,000 and debt financing costs of $20,000, which will be recognized as interest expense, ratably, over the life of the note. As of December 31, 2019, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

 

Closing Date

Closing Amount

 

Proceeds

 

11/7/2018

$

260,000

 

$

200,000

 

11/19/2018

$

120,000

 

$

100,000

 

11/30/2018

$

120,000

 

$

100,000

 

12/7/2018

$

120,000

 

$

100,000

 

12/17/2018

$

120,000

 

$

100,000

 

1/3/2019

$

120,000

 

$

100,000

 

1/17/2019

$

120,000

 

$

100,000

 

1/30/2019

$

120,000

 

$

100,000

 

2/8/2019

$

120,000

 

$

100,000

 

 

On March 13, 2019, the Company entered into a third securities purchase agreement with St. George, for the private placement of a $365,000 secured convertible promissory note ("Third Note"). The Company recorded original issue discounts of $60,000 and debt financing costs of $5,000, which will be recognized as interest expense, ratably, over the life of the note.  As of March 31, 2020, the closing dates, closing amounts, and proceeds on completed Note tranches are as follows:

 

Closing Date

Closing Amount

 

Proceeds

 

3/15/2019

$

125,000

 

$

100,000

 

3/22/2019

$

120,000

 

$

100,000

 

4/4/2019

$

120,000

 

$

100,000

 

 

As of March 31, 2020, no principal or interest had been paid or converted, and the aggregate principal and interest balance of the Notes were $2.2 million, and $307,000, respectively.

Subsequent to the date of this report, the debt with St. George was assigned to another investor, BD 1 Investment Holding, LLC (“BD 1”). Refer to the Debt Assignments section of Note 15. Subsequent Events for further discussion.

Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, the conversion option in the notes were deemed to include an embedded derivative that required bifurcation and separate accounting. As such, the Company ascertained the value of the conversion option as if separate from the convertible issuance and appropriately recorded that value as a derivative liability. The fair value measurements rely primarily on Company-specific inputs and the Company’s own assumptions. With the absence of observable inputs, the Company determined these recurring fair value measurements reside primarily within Level 3 of the fair value hierarchy. The derivative associated with the notes approximates management’s estimate of the fair value of the embedded derivative liability based on using a Monte Carlo simulation following a Geometric Brownian Motion with the following assumptions identified below.

The aggregate derivative value of the notes was $2.5 million as of December 31, 2019. This value was derived from Management's fair value assessment using the following assumptions: annual volatility of 45%, present value discount rate of 12%, and a dividend yield of 0%.

At March 31, 2020, pursuant to ASC Topic 815, Derivatives and Hedging, Management conducted a fair value assessment of the embedded derivatives associated with these notes. Engaging the services of Harper Hofer & Associates, LLC, a CPA firm specializing in these valuations, it was determined that a rational investor would not convert the notes, and would not expect to do so in the foreseeable future. The Company has reported doubt as to its ability to continue as a going concern since 2015. The Company scaled down operations and did not expect to ramp up until significant financing could be obtained and has been operating under these conditions for some time already, continuously chasing funding to continue operations. Circumstances shifted in late 2019 and early 2020, making fundraising and continuing operations more difficult, thereby reducing liquidity and attractiveness of the common stock. These new circumstances made it clear to current and prospective investors that the Company would either file bankruptcy or restructure with a strategic investor. Accordingly, as of the valuation date, conversion of a debt instrument into common stock that cannot be sold in the marketplace would put the holder in a far less secure position compared to holding the instrument as debt. As a result of the fair value assessments, the Company recorded an aggregate net gain of $2.5 million for the three months ended March 31, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of March 31, 2020.