Senior Secured Convertible Note Payable
|3 Months Ended|
Nov. 30, 2018
|Notes to Financial Statements|
|Note 4: Senior Secured Convertible Note Payable||
On June 4, 2018, the Company issued convertible notes in the principal amount of $10 million for a purchase price of $9 million to institutional investors, bearing interest at a rate of 8%, with maturity date of September 4, 2019, for cash proceeds of $8.4 million for mobile application development and support, IT and HR platform development and support and working capital. The Company incurred approximately $0.6 million of debt issuance costs that are incremental costs directly related to the issuance of the senior secured convertible notes payable.
Concurrently with the sale of the notes, the Company also granted warrants to purchase 1,004,016 shares of common stock to its institutional investors and also granted warrants to purchase 216,867 shares of common stock to its investment banker as placement fees, at an exercise price of $2.49, subject to down round price protection adjustment, as defined in the agreements.
The terms of convertible notes are summarized as follows:
The Company had the following principal balances under its convertible notes outstanding as of November 30, 2018 and August 31, 2018:
The Company recognized amortization expense related to the debt discount and debt issuance costs of $710,922 and $0 for the three months ended November 30, 2018 and 2017, respectively, which is included in interest expense in the statements of operations.
For the fiscal quarter ended November 30, 2018, and 2017, the interest expense on convertible notes was $0, respectively. The Company applied the interest paid in cash and interest paid in equity against the make whole provision, which represents guaranteed twelve months of coupon payments since the Company was in default from its registration rights agreements. As of November 30, 2018, and August 31, 2018, the balance in the make whole accrual amounts to $446,555 and $608,889, respectively, and such amount was accrued as of November 30, 2018 and August 31, 2018.
During the three months ended November 30, 2018, the Company converted $1,558,332 of principal and $86,778 accrued interest into shares of commons to our institutional investors and issued 664,923 shares of common stock.
Event of default
The Company executed registration rights agreements with each of its institutional investors. These registration rights agreements require, among other things, that the initial registration statement should be (a) filed within 30 days of June 4, 2018, and (b) declared effective within 90 days of June 4, 2018. Our registration statement was filed on October 1, 2018 and it was declared effective by the SEC on October 29, 2018; thus, both the filing and effectiveness deadlines were missed.
The Company recorded in its condensed consolidated financial statements the mandatory default amount as stipulated in the convertible note agreements. As of November 30, 2018 and August 31, 2018, the Company recorded approximately $3.5 million, which is reported under current liabilities in its condensed consolidated statement of operations.
On December 20, 2018, the Company entered into settlement agreements with its institutional investors, which resolves all disputes relating to technical defaults by the Company in failing to meet deadlines for filing a registration statement and for having a registration statement effective by the SEC. As a result of such settlement, the Company increased the principal amount of the convertible notes by $888,888 in full settlement of the previously accrued $3.5 million default amount thereby decreasing the total liabilities reported on the Company’s November 30, 2018, and August 31, 2018, balance sheet by $2.6 million, respectively.
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://fasb.org/us-gaap/role/ref/legacyRef