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Note 7 - Convertible Note Payable - Affiliates
3 Months Ended
Sep. 30, 2013
Convertible Debt [Abstract]  
Convertible Debt [Text Block]

7.    CONVERTIBLE NOTES PAYABLE - AFFILIATES:


Effective May 15, 2013, the Board of Directors approved agreements with Bassani and Smith, under which, Bassani and Smith have agreed to continue to defer their cash compensation up to April 30, 2014 (unless the Board of Directors elects to re-commence cash payment on an earlier date) and to extend the due date of their deferred cash compensation until January 15, 2015. The agreements have been evidenced in the form of convertible promissory notes (“Convertible Notes”).   


The Convertible Notes accrue interest at 8% per annum and are due and payable on January 15, 2015. The Convertible Notes (including accrued interest) of $663,616 and $820,802 at September 30, 2013 owed to Smith and Bassani, respectively, plus all future deferred compensation or other sums subsequently added to the principal of the Convertible Notes, may be converted, at the sole election of Smith and Bassani, into Units consisting of one share of the Company’s common stock and one warrant to purchase a share of the Company’s common stock, at a price of $1.25 per Unit until January 15, 2015. The warrant contained in the Unit shall be exercisable at $2.50 per share until December 31, 2018. As the original conversion price of $2.50 per Unit approximated the fair value of the Units at the date of the agreements, no beneficial conversion feature exists at September 30, 2013. Pursuant to the deferral agreements, the conversion price of the Convertible Notes plus accrued interest is the lower of the $2.50 per Unit price or the lowest price at which the Company sells its common stock on or before January 15, 2015. As of September 30, 2013, the lowest price at which the Company had sold its common stock during the relevant period is $1.25 per share. As of November 6, 2013, the Company has issued common stock valued at $1.12 per share, which issuance has reduced the price at which Bassani and Smith may convert the Convertible Notes to $1.12 per share. Management evaluated the terms and conditions of the embedded conversion features based on the guidance of Accounting Standards Codification (“ASC”) 815-15 “Embedded Derivatives” to determine if there was an embedded derivative requiring bifurcation. An embedded derivative instrument (such as a conversion option embedded in the deferred compensation) must be bifurcated from its host instruments and accounted for separately as a derivative instrument only if the “risks and rewards” of the embedded derivative instrument are not “clearly and closely related” to the risks and rewards of the host instrument in which it is embedded. Management concluded that the embedded conversion feature of the deferred compensation was not required to be bifurcated because the conversion feature is clearly and closely related to the host instrument, and because of the Company’s limited trading volume that indicates the feature is not readily convertible to cash in accordance with ASC 815-10, “Derivatives and Hedging”. As of September 30, 2013, the Company owes Smith, $663,616 under the terms of his Convertible Note. The Convertible Note is comprised of deferred compensation of $558,754, a working capital loan of $25,000, reimbursable expenses of $29,889 and accrued interest of $49,973. As of September 30, 2013, the Company owes Bassani, $820,802, comprised of deferred compensation of $754,000 and accrued interest of $66,802, under the terms of his Convertible Note.


As part of the agreements, Bassani and Smith have also forgiven any possible obligations that Bion may have owed each of them in relation to unused vacation time for periods (over 10 years) prior to the year ended June 30, 2012. In consideration of these agreements, Bassani and Smith: a) have been granted 50% “execution/exercise’ bonuses to be effective upon future exercise of outstanding (or subsequently acquired) options and warrants owned by Bassani and Smith (and their respective donees) and in relation to contingent stock bonuses (see Note 10 for further details); b) warrants and options, if due to expire prior to December 31, 2018, have been extended to that date (with possible further extensions) and c) other modifications have been made to existing agreements.