Item 1. Condensed Consolidated Financial Statements
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION
The Company is focusing on integrating its PV products into high value markets such as aerospace, satellites, near earth orbiting vehicles, and fixed wing unmanned aerial vehicles (UAV). The value proposition of Ascent’s proprietary solar technology not only aligns with the needs of customers in these industries, but also overcomes many of the obstacles other solar technologies face in these unique markets. Ascent has the capability to design and develop finished products for end users in these areas as well as collaborate with strategic partners to design and develop custom integrated solutions for products like fixed-wing UAVs. Ascent sees significant overlap of the needs of end users across some of these industries and can achieve economies of scale in sourcing, development, and production in commercializing products for these customers.
NOTE 2. BASIS OF PRESENTATION
The accompanying, unaudited, condensed consolidated financial statements have been derived from the accounting records of Ascent Solar Technologies, Inc., Ascent Solar (Asia) Pte. Ltd., and Ascent Solar (Shenzhen) Co., Ltd. (collectively, "the Company") as of September 30, 2020 and December 31, 2019, and the results of operations for the three and nine months ended September 30, 2020 and 2019. Ascent Solar (Shenzhen) Co., Ltd. is wholly owned by Ascent Solar (Asia) Pte. Ltd., which is wholly owned by Ascent Solar Technologies, Inc. All significant inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.
The accompanying, unaudited, condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these interim financial statements do not include all of the information and footnotes typically found in U.S. GAAP audited annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. The Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. These condensed consolidated financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies were described in Note 3 to the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. There have been no significant changes to our accounting policies as of September 30, 2020.
Derivatives: The Company evaluates its financial instruments under FASB ASC 815, "Derivatives and Hedging" to determine whether the instruments contain an embedded derivative. When an embedded derivative is present, the instrument is evaluated for a fair value adjustment upon issuance and at the end of every reporting period. Any adjustments to fair value are treated as gains and losses in fair values of derivatives and are recorded in the Condensed Consolidated Statements of Operations.
Refer to Notes 9 and 11 for further discussion on the embedded derivatives of each instrument.
Paycheck Protection Program Loan: The Company has elected to account for the forgivable loan received under the Paycheck Protection Program (“PPP”) provisions of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act as a debt instrument and to accrue interest on the outstanding loan balance. Additional interest at a market rate (due to the stated interest rate of the PPP loan being below market) is not imputed, as the transactions where interest rates prescribed by governmental agencies are excluded from the scope of accounting guidance on imputing interest. The proceeds from the loan will remain recorded as a liability until either (1) the loan is, in part of wholly, forgiven and the Company has been legally released or (2) the Company repays the loan to the lender.
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Refer to Note 15 for further discussion.
Recently Adopted or to be Adopted Accounting Policies
In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting , which simplifies the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with specified exceptions. This standard is effective for the Company beginning in the first quarter of 2020, and early adoption is permitted. The implementation of ASU 2018-07 did not have a material effect on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements of fair value measurements. This standard is effective for the Company in the first quarter of 2020, and early adoption is permitted. The implementation of ASU 2018-13 did not have a material effect on the Company's consolidated financial statements.
In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Management has not yet evaluated the impact that the adoption of ASU 2020-06 will have on the Company’s consolidated financial statement presentation or disclosures.
Other new pronouncements issued but not effective as of September 30, 2020 are not expected to have a material impact on the Company’s consolidated financial statements.
NOTE 4. LIQUIDITY, CONTINUED OPERATIONS, AND GOING CONCERN
During the nine months ended September 30, 2020 and the year ended December 31, 2019, the Company entered into multiple financing agreements to fund operations. Further discussion of these transactions can be found in Notes 9 through 11, and Note 16 of the financial statements presented as of, and for, the nine months ended September 30, 2020, and in Notes 8, 9, 10, 11, 12, and 14 of the financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019.
The Company has continued limited PV production at its manufacturing facility. The Company does not expect that sales revenue and cash flows will be sufficient to support operations and cash requirements until it has fully implemented its product strategy. During the nine months ended September 30, 2020 the Company used $1,473,988 in cash for operations.
Additional projected product revenues are not anticipated to result in a positive cash flow position for the next twelve months overall and, as of September 30, 2020, the Company has negative working capital. As such, cash liquidity sufficient for the next twelve months will require additional financing.
As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. The Company has scaled down its operations, due to cash flow issues, and does not expect to ramp up until significant financing is obtained.
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Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
The following table summarizes property, plant and equipment as of September 30, 2020 and December 31, 2019:
|
|
As of
September 30,
|
|
|
As of
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Building
|
|
$
|
-
|
|
|
$
|
5,828,960
|
|
Furniture, fixtures, computer hardware and computer software
|
|
|
489,421
|
|
|
|
489,421
|
|
Manufacturing machinery and equipment
|
|
|
25,986,189
|
|
|
|
26,593,588
|
|
Depreciable property, plant and equipment
|
|
|
26,475,610
|
|
|
|
32,911,969
|
|
Less: Accumulated depreciation and amortization
|
|
|
(26,454,118
|
)
|
|
|
(28,677,350
|
)
|
Net property, plant and equipment
|
|
$
|
21,492
|
|
|
$
|
4,234,619
|
|
The Company analyzes its long-lived assets for impairment, both individually and as a group, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.
During the nine months ended September 30, 2020, the Company disposed of certain redundant machinery and equipment. This machinery and equipment was fully depreciated and the Company realized a gain of $254,600 from these sales.
Depreciation expense for the three months ended September 30, 2020 and 2019 was $15,316 and $45,585, respectively. Depreciation expense for the nine months ended September 30, 2020 and 2019 was $103,014 and $140,083. Depreciation expense is recorded under “Depreciation and amortization expense” in the unaudited Condensed Consolidated Statements of Operations.
On July 29, 2020 the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by the Building’s first lien holder (“Mortgage Holder”) and sold at public auction. The successful bidder for the Building was the Mortgage Holder, at the price of $7.193 million. As a result, the Company’s obligations to Mortgage Holder and all of the Company’s outstanding real property taxes on the Building were considered fully repaid.
On September 21, 2020, the Company entered into a lease agreement with 12300 Grant LLC (“Landlord”), an affiliated company of the Mortgage Holder, for approximately 100,000 rentable square feet of the Building (the “Lease”). The lease is classified as an operating lease and accounted for accordingly. The Lease term is for 88 months commencing on September 21, 2020 at a rent of $50,000 per month including taxes, insurance and common area maintenance until December 31, 2020. Beginning January 1, 2021, the rent shall adjust to $80,000 per month on a triple net basis and shall increase at an annual rate of 3% per annum until December 31, 2027.
At September 30, 2020, the Company recorded an operating lease asset and liability totaling $5,790,779 and $5,803,360, respectively. During the quarter ended September 30, 2020, the Company recorded operating lease costs included in rent expense totaling $28,710.
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Future maturities of the operating lease liability are as follows:
Remainder of 2020
|
|
$
|
150,000
|
|
2021
|
|
|
960,000
|
|
2022
|
|
|
988,800
|
|
2023
|
|
|
1,018,464
|
|
2024
|
|
|
1,049,018
|
|
Thereafter
|
|
|
3,339,682
|
|
Total lease payments
|
|
$
|
7,505,964
|
|
Less amounts representing interest
|
|
|
(1,702,604
|
)
|
Present value of lease liability
|
|
$
|
5,803,360
|
|
The remaining lease term and discount rate of the operating lease is 87.5 months and 7.0% respectively.
NOTE 6. INVENTORIES
Inventories, net of reserves, consisted of the following at September 30, 2020 and December 31, 2019:
|
|
As of
September 30,
|
|
|
As of
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Raw materials
|
|
$
|
510,049
|
|
|
$
|
503,832
|
|
Work in process
|
|
|
-
|
|
|
|
30,060
|
|
Finished goods
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
510,049
|
|
|
$
|
533,892
|
|
NOTE 7. NOTES PAYABLE
On February 24, 2017, the Company entered into an agreement with a vendor (“Vendor 1”) to convert the balance of their account into three notes payable in the aggregate amount of $765,784. The notes bear interest of 6% per annum and matured on February 24, 2018; all outstanding principal and accrued interest is due and payable upon maturity. On June 5, 2018, the Company entered into another agreement with the same Vendor 1 to convert the balance of their account into a fourth note payable with a principal amount of $308,041, this note also bears interest at a rate of 6% per annum, and matured on July 31, 2018. On September 11, 2020, the Company entered into a settlement agreement (the “Settlement Agreement A”) with Vendor 1. Pursuant to Settlement Agreement A, the Company paid $120,000 on September 23, 2020 as the full and final settlement of all amounts owed between the parties. Following such payment, a satisfaction of an existing judgment in favor of such law firm was filed in Adams County Colorado. The Company booked a gain of approximately $954,000 relating to Settlement Agreement A.
On June 30, 2017, the Company entered into an agreement with another vendor (“Vendor 2”) to convert the balance of their account into a note payable in the amount of $250,000. The note bears interest of 5% per annum and matured on February 28, 2018. As of September 30, 2020, the Company had not made any payments on this note, the accrued interest was $40,685, and the note is due upon demand.
On September 30, 2017, the Company entered into a settlement agreement with a customer to convert the credit balance of their account into a note payable in the amount of $215,234. The note bears interest of 5% per annum and matured on December 31, 2019. On September 11, 2020, the Company entered into a settlement agreement (the “Settlement Agreement B”) with the customer. Pursuant to Settlement Agreement B, the Company paid $20,000 on September 18, 2020 as the full and final settlement of all amounts owed between the parties. The Company booked a gain of approximately $158,000 relating to Settlement Agreement B.
NOTE 8. DEBT
On August 2, 2019, CHFA entered into an agreement to assign the mortgage note to Iliad Research and Trading, L.P., a Utah limited liability partnership ("IRT"). This agreement closed on September 11, 2019, and IRT paid a total of $5,885,148
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Table of Contents
to CHFA to assume the note. The payment amount consisted of $5,405,666 of principal and $479,482 of interest and fees. Interest will accrue on the note at the default interest rate of 10.5%.
On July 29, 2020, the Company’s owned facility at 12300 Grant Street, Thornton, CO 80241 (the “Building”) was foreclosed by IRT and sold at public auction. The successful bidder for the Building was IRT, at the price of $7.193 million. As a result, the Company’s obligations to IRT and all of the Company’s outstanding real property taxes on the Building were considered fully repaid.
NOTE 9. SECURED PROMISSORY NOTES
The following table provides a summary of the activity of the Company's secured notes:
|
|
Global
Ichiban
|
|
|
St. George
|
|
|
BD 1
|
|
|
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
|
|
|
6,400,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,400,000
|
|
Notes exchanged
|
|
|
(5,012,897
|
)
|
|
|
(2,160,000
|
)
|
|
|
2,160,000
|
|
|
|
(5,012,897
|
)
|
Secured Notes Principal Balance at September 30, 2020
|
|
|
6,400,000
|
|
|
|
-
|
|
|
|
2,160,000
|
|
|
|
8,560,000
|
|
Less: remaining discount
|
|
|
(453,518
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(453,518
|
)
|
Secured Notes, net of discount, at September 30, 2020
|
|
$
|
5,946,482
|
|
|
$
|
-
|
|
|
$
|
2,160,000
|
|
|
$
|
8,106,482
|
|
Global Ichiban Secured Promissory Notes
During 2018, the company issued to Global Ichiban Limited (“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
|
|
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Table of Contents
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.
On September 9, 2020, the Company entered into a securities exchange agreement (“GI Exchange Agreement”) with Global. Pursuant to the terms of the GI Exchange Agreement, Global agreed to surrender and exchange all of its existing outstanding promissory notes with an aggregate principal balance of $6,313,387 (including accrued interest). In exchange, the Company issued to Global a secured convertible promissory note with a principal amount of $6,400,000.00 (“GI Exchange Note”). The GI Exchange Note will mature on September 30, 2022. Principal on the GI Exchange Note, if not converted, will be payable in a lump sum on September 30, 2022. The GI Exchange Note will not bear any accrued interest but bears a default interest rate of 18% in the event of a default under the GI Exchange Note. The GI Exchange Note is secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement dated November 30, 2017 (the “Security Agreement”) entered into between the Company and Global. The Company has accounted for the GI Exchange Agreement as a troubled debt restructuring. The future undiscounted cashflow of the new secured convertible promissory note totaling $6,400,000 is more than the carrying value of the original outstanding promissory notes totaling $6,313,387, therefore no gain was recorded and a new effective interest rate has been established based on the carrying value of the original promissory notes and revised cashflow. The difference of $86,613 was recorded as an original issue debt discount and will be charged to interest over the term of the note.
Subsequent to the period of this report, the amounts owed to Global were fully settled. Refer to the Global Ichiban Settlement Agreement section of Note 16. Subsequent Events for further details.
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%.
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During the first quarter of 2020, pursuant to ASC Topic 815, Derivatives and Hedging, Management conducted a fair value assessment of the embedded derivative associated with these notes. Engaging the services of a 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. As a result of the fair value assessments, the Company recorded an aggregate net gain of 2.0 million during the first quarter of 2020, recorded as a “Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net” in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated. As the derivative associated with these notes was already eliminated, there was no gain or loss upon the September 9, 2020 exchange transaction.
The conversion option in the GI Exchange Note was 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 based on the following assumptions: annual volatility of 49%, and a dividend yield of 0%, and appropriately recorded that value as a derivative liability. At September 9, 2020, the derivative liability associated with the GI Exchange Note was $447,903. The fair value of the derivative was recorded as a debt discount and will be charged to interest of the life of the note.
The derivative liability associated with the note is subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. Management assessed the fair value of this embedded derivative, as of September 30, 2020, using the following assumptions: annual volatility of 39%, and a dividend yield of 0%. As a result of the fair value assessments, the Company recorded a net loss of $535,054 for the three and nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect the fair value of the embedded derivative of $982,957 as of September 30, 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 an 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 September 30, 2020, 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
|
|
12
Table of Contents
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 September 30, 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 September 30, 2020, no principal or interest had been paid or converted, and the aggregate principal and interest balance of the Notes were $2,160,000, and $417,151, respectively.
On September 9, 2020, all debts with St. George were assigned to another investor, BD 1 Investment Holding, LLC (“BD 1”). The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Exchange Agreement section of Note 16. 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%.
13
Table of Contents
At September 30, 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 a 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 nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of September 30, 2020.
NOTE 10. PROMISSORY NOTES
The following table provides a summary of the activity of the Company's non-convertible, unsecured, promissory notes:
|
|
Investor 1
|
|
|
Investor 2
|
|
|
BD 1
|
|
|
SBA
|
|
|
Total
|
|
Promissory Notes Principal Balance at December 31, 2018
|
|
$
|
494,437
|
|
|
$
|
850,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,344,437
|
|
New principal
|
|
|
—
|
|
|
|
615,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
615,000
|
|
Notes exchanged
|
|
|
—
|
|
|
|
(850,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(850,000
|
)
|
Promissory Notes Principal Balance at December 31, 2019
|
|
|
494,437
|
|
|
|
615,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,109,437
|
|
Less: remaining discount
|
|
|
—
|
|
|
|
(16,666
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(16,666
|
)
|
Promissory Notes, net of discount, at December 31, 2019
|
|
|
494,437
|
|
|
|
598,334
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,092,771
|
|
New principal
|
|
|
—
|
|
|
|
35,000
|
|
|
|
—
|
|
|
|
193,200
|
|
|
|
228,200
|
|
Notes assigned or exchanged
|
|
|
(494,437
|
)
|
|
|
(650,000
|
)
|
|
|
1,144,437
|
|
|
|
—
|
|
|
|
—
|
|
Promissory Notes Principal Balance at September 30, 2020
|
|
|
-
|
|
|
|
-
|
|
|
|
1,144,437
|
|
|
|
193,200
|
|
|
|
1,337,637
|
|
Less: remaining discount
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Promissory Notes, net of discount, at September 30, 2020
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,144,437
|
|
|
$
|
193,200
|
|
|
$
|
1,337,637
|
|
Offering of Unsecured, Non-Convertible Notes to Investor 1
During October 2016, the Company received $420,000 from a private investor "Investor 1". These funds, along with $250,000 of additional funding, were rolled into a promissory note, executed on January 17, 2017, in the amount of $700,000 issued with a discount of $30,000 which was charged to interest expense ratably over the term of the note. The note bears interest at 12% per annum and matured on July 17, 2017. Principal and interest on this note were payable at maturity. This note is not convertible into equity shares of the Company and is unsecured.
On June 30, 2017, the Company and Investor 1 agreed to a 12-month payment plan on the balance of this promissory note. Interest will continue to accrue on this note at 12% per annum and payments of approximately $62,000 will be made monthly beginning in July 2017. The Company has not made the payments according to this payment plan, and the note is payable upon demand.
As of September 30, 2020, $331,000 of principal and $51,000 of interest had been paid on this note. The outstanding principal and accrued interest balances on the note as of September 30, 2020 were $494,437 and $175,376, respectively.
On September 11, the debt with Investor 1 was assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Exchange Agreement section of Note 16. Subsequent Events for further discussion.
Offering of Unsecured, Non-Convertible Notes to Investor 2
On June 6, 2018, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $315,000. The promissory note was issued with an original issue discount of $55,000, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $260,000, that was received in several tranches between February 2018 and April 2018. This note bears interest at 12% per annum and matured on June 6, 2019. On May 2, 2019, the Company entered into a securities exchange agreement with Investor 2 to surrender and exchange this promissory note in exchange for a convertible note. The promissory note had a principal balance of $315,000 and an accrued interest balance of $40,000. See Note 11 for further discussion on the new convertible notes.
On July 24, 2018, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $115,000. The promissory note was issued with an original issue discount of $28,000, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $87,000, which was received in several tranches between May 2018 and June 2018. This note bears interest at 12% per annum and matured on January 24, 2019. On March 11, 2019, the Company entered into a securities exchange agreement with Investor 2 to surrender and exchange this promissory note in exchange for a convertible note. The promissory note had a principal balance of $115,000 and an accrued interest balance of $11,000. See Note 11 for further discussion on the new convertible notes.
14
Table of Contents
On September 10, 2018, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $120,000. The promissory note was issued with an original issue discount of $20,000, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000, which was received in several tranches between June 2018 and September 2018. This note bears interest at 12% per annum and matured on March 10, 2019. March 11, 2019, the Company entered into a securities exchange agreement with Investor 2 to surrender and exchange this promissory note in exchange for a convertible note. The promissory note had a principal balance of $120,000 and an accrued interest balance of $8,000. See Note 11 for further discussion on the new convertible notes.
On December 31, 2018, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $300,000. The promissory note was issued with an original issue discount of $75,000, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $225,000, which was received in several tranches between September 2018 and December 2018. This note bears interest at 12% per annum and matured on June 30, 2019. On August 22, 2019, the Company entered into a securities exchange agreement with Investor 2 to surrender and exchange this promissory note in exchange for a convertible note. The promissory note had a principal balance of $300,000 and an accrued interest balance of $28,000. See Note 11 for further discussion on the new convertible notes
On March 11, 2019, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $60,000. The promissory note was issued with an original issue discount of $10,000, which was recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $50,000, which was received in several tranches between January 2019 and March 2019. This note bears interest at 12% per annum and matured on September 11, 2019. All principal and interest is payable upon maturity. As of September 30, 2020, the remaining principal and interest on this note were $60,000 and $10,000, respectively.
On May 14, 2019, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $100,000. The promissory note was issued with an original issue discount of $25,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $75,000, which was received in several tranches between March 2019 and May 2019. This note bears interest at 12% per annum and matured on October 11, 2019. All principal and interest is payable upon maturity. As of September 30, 2020, the remaining principal and interest on this note were $100,000 and $14,000, respectively.
On July 8, 2019, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $125,000. The promissory note was issued with an original issue discount of $25,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $100,000. This note bears interest at 12% per annum and matured on January 8, 2020. All principal and interest is payable upon maturity. As of September 30, 2020, the remaining principal and interest on this note were $125,000 and $15,000, respectively.
On August 8, 2019, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $65,000. The promissory note was issued with an original issue discount of $20,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $45,000. This note bears interest at 12% per annum and matured on February 8, 2020. All principal and interest is payable upon maturity. As of September 30, 2020, the remaining principal and interest on this note were $65,000 and $7,000, respectively.
On September 9, 2019, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $150,000. The promissory note was issued with an original issue discount of $40,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $110,000, which was received in several tranches during September 2019. This note bears interest at 12% per annum and matured on March 9, 2020. All principal and interest is payable upon maturity. As of September 30, 2020, the remaining principal and interest on this note were $150,000 and $15,000, respectively.
15
Table of Contents
On May 1, 2020, the Company initiated a non-convertible, unsecured promissory note with Investor 2 for an aggregate principal amount of $150,000. The promissory note was issued with an original issue discount of $35,000, which will be recorded as interest expense ratably over the term of the note, resulting in proceeds to the company of $115,000, which was received in several tranches between September 2019 and November 2019. This note bears interest at 12% per annum and matures on May 1, 2021. All principal and interest is payable upon maturity. As of September 30, 2020, the remaining principal and interest on this note were $150,000 and $11,000, respectively.
As of September 30, 2020, the aggregate outstanding principal and interest for Investor 2 was $650,000 and $72,000, respectively.
On September 11, 2020, the debt with Investor 2 was assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Exchange Agreement section of Note 16. Subsequent Events for further discussion.
SBA PPP
On April 17, 2020, the Company obtained a PPP Loan from Vectra Bank Colorado (“Vectra”) in the aggregate amount of $193,200, which was established under the CARES Act, as administered by the Small Business Association (“SBA”). Under the terms of the CARES Act and the PPP, all or a portion of the principal amount of the PPP Loan is subject to forgiveness so long as, over the 24-week period following the Company’s receipt of the proceeds of the PPP Loan, the Company uses those proceeds for payroll costs, rent, utility costs or the maintenance of employee and compensation levels. The PPP Loan is unsecured, guaranteed by the SBA, and has a two-year term, maturing on April 17, 2022. Interest accrues on the loan beginning with the initial disbursement; however, payments of principal and interest are deferred until Vectra’s determination of the amount of forgiveness applied for by the Company is approved by the SBA. If the Company does not apply for forgiveness within 10 months after the last day of the covered period (defined, at the Company’s election as 24 weeks), such payments will be due that month. See Note 15 for further information on the SBA PPP note.
NOTE 11. CONVERTIBLE NOTES
The following table provides a summary of the activity of the Company's unsecured, convertible, promissory notes:
|
Principal
Balance
12/31/2018
|
|
New
Notes
|
|
Notes
assigned or
exchanged
|
|
Notes
converted
|
|
Principal
Balance
12/31/2019
|
|
Less:
Discount
Balance
|
|
Net
Principal
Balance
12/31/2019
|
|
October 2016 Notes
|
$
|
330,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
330,000
|
|
$
|
-
|
|
$
|
330,000
|
|
St. George Notes
|
|
1,099,233
|
|
|
(172,500
|
)
|
|
-
|
|
|
(309,070
|
)
|
|
617,663
|
|
|
-
|
|
|
617,663
|
|
BayBridge Notes
|
|
62,500
|
|
|
-
|
|
|
1,160,000
|
|
|
(281,900
|
)
|
|
940,600
|
|
|
(408,333
|
)
|
|
532,267
|
|
Bellridge Notes
|
|
455,000
|
|
|
510,000
|
|
|
(226,000
|
)
|
|
(243,000
|
)
|
|
496,000
|
|
|
(382,500
|
)
|
|
113,500
|
|
Power Up Notes
|
|
225,000
|
|
|
149,500
|
|
|
-
|
|
|
(267,680
|
)
|
|
106,820
|
|
|
(26,566
|
)
|
|
80,254
|
|
EMA Note
|
|
75,000
|
|
|
-
|
|
|
(75,000
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Widjaja Note
|
|
-
|
|
|
330,000
|
|
|
-
|
|
|
-
|
|
|
330,000
|
|
|
(1
|
)
|
|
329,999
|
|
GS Capital Notes
|
|
-
|
|
|
178,568
|
|
|
75,000
|
|
|
(84,068
|
)
|
|
169,500
|
|
|
(44,167
|
)
|
|
125,333
|
|
|
$
|
2,246,733
|
|
$
|
995,568
|
|
$
|
934,000
|
|
$
|
(1,185,718
|
)
|
$
|
2,990,583
|
|
$
|
(861,567
|
)
|
$
|
2,129,016
|
|
16
Table of Contents
|
Principal
Balance
12/31/2019
|
|
New
Notes/Adjustments
|
|
Notes
assigned
or
exchanged
|
|
Notes
converted
|
|
Principal
Balance
9/30/2020
|
|
Less:
Discount
Balance
|
|
Net
Principal
Balance
9/30/2020
|
|
October 2016 Notes
|
$
|
330,000
|
|
$
|
-
|
|
$
|
(330,000
|
)
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
St. George Notes
|
|
617,663
|
|
|
-
|
|
|
(617,663
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
BayBridge Notes
|
|
940,600
|
|
|
-
|
|
|
(940,600
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Bellridge Notes
|
|
496,000
|
|
|
-
|
|
|
(451,000
|
)
|
|
(45,000
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
Power Up Notes
|
|
106,820
|
|
|
-
|
|
|
(106,820
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Widjaja Note
|
|
330,000
|
|
|
-
|
|
|
(330,000
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
GS Capital Notes
|
|
169,500
|
|
|
-
|
|
|
(169,500
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Penumbra Note
|
|
-
|
|
|
250,000
|
|
|
-
|
|
|
-
|
|
|
250,000
|
|
|
-
|
|
|
250,000
|
|
BD 1 Notes
|
|
-
|
|
|
2,945,583
|
|
|
-
|
|
|
-
|
|
|
2,945,583
|
|
|
-
|
|
|
2,945,583
|
|
|
$
|
2,990,583
|
|
$
|
3,195,583
|
|
$
|
(2,945,583
|
)
|
$
|
(45,000
|
)
|
$
|
3,195,583
|
|
$
|
-
|
|
$
|
3,195,583
|
|
October 2016 Convertible Notes
On October 5, 2016, the Company entered into a securities purchase agreement with a private investor for the private placement of convertible notes with a principal value of $330,000. At Closing, the Company sold and issued these convertible notes in exchange for $330,000 of gross proceeds.
The convertible notes matured on December 31, 2017 and bear interest at a rate of 6% per annum, subject to increase to 24% per annum upon the occurrence and continuance of an event of default. Principal and accrued interest on the convertible notes is payable upon demand, the default interest rate has not been designated by the investor.
Outstanding principal and accrued interest on the convertible notes were $330,000 and $75,000, respectively as of September 30, 2020.
On September 11, 2020, the October 2016 Convertible Notes were assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Exchange Agreement section of Note 16. 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 $558,000 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 September 30, 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 a 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 $558,000 for the nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of September 30, 2020.
17
Table of Contents
St. George Convertible Note
On September 11, 2017, the Company sold and issued a $1.7 million principal convertible note to St. George in exchange for $1.5 million of proceeds and paid $20,000 in financing costs. The original issue discount of $225,000, and the financing costs, will be charged to interest expense, ratably, over the life of the note.
This note matured on March 11, 2019. The note does not bear interest in the absence of an event of default. The note is due upon demand and an interest rate has not been designated by St. George.
As of September 30, 2020, cash payments of $192,000 had been made on the convertible note, and $916,000 had been converted into 1.2 billion shares of the Company's common stock. The remaining balance on the note was $618,000 as of September 30, 2020.The following table summarizes the conversion activity of this note:
Conversion Period
|
Principal Converted
|
|
Interest Converted
|
|
Common Shares
Issued
|
|
Q1 2018
|
$
|
75,000
|
|
$
|
-
|
|
|
187,500
|
|
Q2 2018
|
|
316,600
|
|
|
-
|
|
|
2,082,778
|
|
Q3 2018
|
|
102,500
|
|
|
-
|
|
|
3,142,333
|
|
Q4 2018
|
|
112,500
|
|
|
-
|
|
|
10,437,046
|
|
Q1 2019
|
|
106,750
|
|
|
-
|
|
|
58,503,244
|
|
Q2 2019
|
|
59,320
|
|
|
-
|
|
|
86,636,364
|
|
Q3 2019
|
|
89,000
|
|
|
-
|
|
|
457,222,222
|
|
Q4 2019
|
|
54,000
|
|
|
-
|
|
|
540,000,000
|
|
|
$
|
915,670
|
|
$
|
-
|
|
|
1,158,211,487
|
|
On September 9, 2020, the debt with St. George was assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1. Refer to the BD 1 Exchange Agreement section of Note 16. 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 $553,000 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 September 30, 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 a 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 $553,000 for the nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of September 30, 2020.
18
Table of Contents
BayBridge Convertible Note
Between September 7, 2018 and August 22, 2019, the Company, entered into several securities exchange agreements with BayBridge Capital Fund LP ("BayBridge).
Pursuant to the terms of the exchange agreements, BayBridge agreed to surrender and exchange an several outstanding promissory notes with an aggregate principal balance of $1,050,000, and aggregate accrued interest of $97,000, for convertible notes with an aggregate principal amount of $1,430,000 and aggregate original issue discounts of $283,000.
As of September 30, 2020, aggregate principal of $489,400 and interest of $12,710 had been converted into 1 billion shares of common stock and no cash payments of principal or interest had been made on these exchange notes. The principal and accrued interest balances on the exchange notes, as of September 30, 2020, were $940,600 and $119,300, respectively.
The following table summarizes the conversion activity of these notes:
Conversion Period
|
Principal Converted
|
|
Interest Converted
|
|
Common Shares
Issued
|
|
Q4 2018
|
$
|
207,500
|
|
$
|
4,303
|
|
|
16,008,198
|
|
Q1 2019
|
|
90,500
|
|
|
3,278
|
|
|
47,400,806
|
|
Q2 2019
|
|
88,500
|
|
|
2,079
|
|
|
141,822,223
|
|
Q3 2019
|
|
86,000
|
|
|
2,261
|
|
|
616,247,346
|
|
Q4 2019
|
|
16,900
|
|
|
789
|
|
|
176,886,700
|
|
|
$
|
489,400
|
|
$
|
12,710
|
|
|
998,365,273
|
|
On September 11, 2020, the debt with Baybridge was assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Exchange Agreement section of Note 16. 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.
At December 31, 2019, the aggregate derivative liability associated with was $932,000. 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 September 30, 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 a 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 $932,000 for the nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of September 30, 2020.
19
Table of Contents
Bellridge Convertible Notes
On October 22, 2019, the Company and Bellridge entered into an exchange agreement to exchange the outstanding Bellridge notes with principal and interest of $226,000 and $51,000, respectively, into a new note with a principal balance of $450,000. The note is not secured, contains no registration rights, has an interest rate of 10% per annum, matures on October 22, 2020, and contains standard and customary events of default. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.0005 or (ii) 70% of the lowest traded price for the shares over the prior ten-day trading period immediately preceding the conversion. The original issue discount of $173,000 will be charged to interest, ratably, over the life of the note.
On October 22, 2019, the Company and Bellridge entered into a new convertible promissory note with a principal balance of $60,000, in exchange for proceeds of $40,000. The note is not secured, contains no registration rights, has an interest rate of 10% per annum, matures on October 22, 2020, and contains standard and customary events of default. All principal and interest on the note are due upon maturity. Bellridge shall have the option to convert all or a portion of the amounts outstanding under the note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to the lesser of (i) $0.0005 or (ii) 70% of the lowest traded price for the shares over the prior ten-day trading period immediately preceding the conversion. The original issue discount of $20,000 will be charged to interest, ratably, over the life of the note.
As of September 30, 2020, an aggregate principal of $533,000 and interest of $32,000, on the Bellridge convertible notes had been converted into 1.6 billion shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of September 30, 2020 were $451,000 and $84,000, respectively.
The following table summarizes the conversion activity of these notes:
Conversion Period
|
Principal Converted
|
|
Interest Converted
|
|
Common Shares
Issued
|
|
Q3 2018
|
$
|
137,500
|
|
$
|
2,104
|
|
|
3,716,105
|
|
Q4 2018
|
|
107,500
|
|
|
4,000
|
|
|
7,554,399
|
|
Q1 2019
|
|
65,615
|
|
|
4,507
|
|
|
38,696,339
|
|
Q2 2019
|
|
47,385
|
|
|
3,874
|
|
|
68,142,087
|
|
Q3 2019
|
|
89,000
|
|
|
9,779
|
|
|
529,061,862
|
|
Q4 2019
|
|
41,000
|
|
|
5,404
|
|
|
464,037,300
|
|
Q2 2020
|
|
45,000
|
|
|
2,133
|
|
|
471,328,800
|
|
|
$
|
533,000
|
|
$
|
31,801
|
|
|
1,582,536,892
|
|
On September 11, 2020, all outstanding debt with Bellridge was assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to BD 1 Exchange Agreement section of Note 16. 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.
20
Table of Contents
At December 31, 2019, the aggregate derivative liability associated with these notes was $744,000. This value was derived from Management's fair value assessment using the following assumptions: annual volatility of 42%, present value discount rate of 12%, and a dividend yield of 0%.
At September 30, 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 afirm 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 $744,000 for the nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of September 30, 2020.
PowerUp Convertible Notes
During 2018 and 2019, the Company entered into six securities purchase agreements with Power Up Lending Group, LTD ("Power Up"), for the private placement of three convertible notes with an aggregate principal amount of $376,000.
Beginning in six months after issuance, Power Up shall have the option to convert all or a portion of the amounts outstanding under the convertible note, into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid prices for the shares over the prior ten-day trading period immediately preceding the conversion.
As of September 30, 2020, three of the notes had been converted in full. The aggregate principal and interest converted was $267,680 and $9,000, respectively, into 578.8 million shares of common stock. No cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of September 30, 2020 were $107,000 and $14,000, respectively.
The following table summarizes the conversion activity of these notes:
Conversion Period
|
Principal Converted
|
|
Interest Converted
|
|
Common Shares
Issued
|
|
Q1 2019
|
$
|
182,500
|
|
$
|
7,300
|
|
|
95,014,902
|
|
Q2 2019
|
|
42,500
|
|
|
1,700
|
|
|
47,155,556
|
|
Q3 2019
|
|
14,600
|
|
|
-
|
|
|
155,824,176
|
|
Q4 2019
|
|
28,080
|
|
|
-
|
|
|
280,800,000
|
|
|
$
|
267,680
|
|
$
|
9,000
|
|
|
578,794,634
|
|
On September 11, 2020, the debt with Power Up was assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Exchange Agreement section of Note 16. Subsequent Events for further discussion.
21
Table of Contents
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.
At December 31, 2019, the aggregate derivative liability associated with these notes was $117,000. 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 September 30, 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 a 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 $117,000 for the nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of September 30, 2020.
Widjaja Convertible Note
On January 11, 2019, the Company entered into a note purchase with Jason Widjaja (“Widjaja”), for the private placement of a $330,000 convertible promissory note, in exchange for $330,000 of gross proceeds. The note is unsecured, bears interest at 12% per annum, matured on January 11, 2020, and contains standard and customary events of default. Principal and interest on the note will be payable upon maturity.
At any time after inception of the note, until fully paid, Widjaja shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 80% of the lowest closing bid price for the shares over the prior five trading days immediately preceding the conversion date.
As of September 30, 2020, no principal and no interest had been converted into shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of September 30, 2020 were $330,000 and $58,000, respectively.
On September 11, 2020, the debt with Widjaja was assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Exchange Agreement section of Note 16. 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.
22
Table of Contents
The derivative value of the notes was $167,000 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 September 30, 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 a 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 $167,000 for the nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of September 30, 2020.
GS Capital Convertible Note
On February 22, 2019, the Company sold and issued to GS Capital Partners, LLC (“GS”) a $108,000 aggregate principal amount unsecured convertible promissory note in exchange for $75,000 of gross proceeds, $6,000 in financing costs, and $27,000 of premium associated with the assignment of a note from a former investor. On August 26, 2019, the Company sold and issued to GS, an additional unsecured convertible promissory note in the amount of $70,500.
These notes are unsecured, bear interest at 8% per annum, mature twelve months from the date of issuance, and contain standard and customary events of default. Principal and interest on the note will be payable upon maturity. There are no registration rights applicable to the note.
At any time after inception of the note until fully paid, GS shall have the option to convert all or a portion of amounts outstanding under the note into shares of the Company's common stock. Conversions into common stock shall be calculated using a variable conversion price equal to 65% of the average of the three lowest closing bid price for the shares over the prior ten day trading period immediately preceding the conversion.
As of September 30, 2020, principal of $84,000 and interest of $6,000 had been converted into 473.4 million shares of common stock and no cash payments of principal or interest had been made. The aggregate principal and accrued interest balances as of September 30, 2020 were $169,500 and $19,011, respectively.
The following table summarizes the conversion activity of these notes:
Conversion Period
|
Principal Converted
|
|
Interest Converted
|
|
Common Shares
Issued
|
|
Q2 2019
|
$
|
15,000
|
|
$
|
763
|
|
|
17,321,692
|
|
Q3 2019
|
|
57,718
|
|
|
4,284
|
|
|
335,425,736
|
|
Q4 2019
|
|
11,350
|
|
|
719
|
|
|
120,697,800
|
|
|
$
|
84,068
|
|
$
|
5,766
|
|
|
473,445,228
|
|
On September 11, 2020, the debt with GS was assigned to BD 1. The Company subsequently entered into an Exchange Agreement with BD 1 on December 18, 2020. Refer to the BD 1 Exchange Agreement section of Note 16. Subsequent Events for further discussion.
23
Table of Contents
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 these notes was $182,000 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 September 30, 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 a 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 $182,000 for the nine months ended September 30, 2020, as "Change in fair value of derivatives and gain/loss on extinguishment of liabilities, net" in the Condensed Consolidated Statements of Operations to properly reflect that the value of the embedded derivative had been eliminated as of September 30, 2020.
Penumbra Convertible Note
On June 9, 2020, the Company issued to Penumbra Solar Technologies, Inc. (“Penumbra”) a $250,000 aggregate principal amount convertible promissory note. The Company has received $250,000 of gross proceeds from the offering of the note. The aggregate principal amount (together with accrued interest) will mature on June 9, 2021. The note bears interest at a rate of 6% per annum. The interest rate increases to 18% in the event of a default. The note is convertible, at the holder’s option, into shares of the Company’s Common Stock at a conversion price equal to $0.0001 per share.
Subsequent to the date of this report, this debt with Penumbra was assigned to Crowdex Investment, LLC (“Crowdex”).
NOTE 12. SERIES A PREFERRED STOCK
In June 2013, the Company entered into a Securities Purchase Agreement with an investor to sell an aggregate of $750,000 shares of Series A Preferred Stock at a price of $8.00 per share, resulting in gross proceeds of $6.0 million. This purchase agreement included warrants to purchase up to 13,125 shares of common stock of the Company. The transfer of cash and securities took place incrementally, the first closing occurring on June 17, 2013 with the transfer of 125,000 shares of Series A Preferred Stock and a warrant to purchase 2,187 shares of common stock for $1.0 million. The final closings took place in August 2013, with the transfer of 625,000 shares of Series A Preferred Stock and a warrant to purchase 10,938 shares of common stock for $5.0 million.
Holders of Series A Preferred Stock are entitled to cumulative dividends at a rate of 8% per annum when and if declared by the Board of Directors in its sole discretion. The dividends may be paid in cash or in the form of common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period), at the discretion of the Board of Directors. The dividend rate on the Series A Preferred Stock is indexed to the Company's stock price and subject to adjustment. In addition, the Series A Preferred Stock contains a make-whole provision whereby, conversion or redemption of the preferred stock within 4 years of issuance will require dividends for the full four year period to be paid by the Company in cash or common stock (valued at 10% below market price, but not to exceed the lowest closing price during the applicable measurement period). This make-whole provision expired in June 2017.
24
Table of Contents
The Series A Preferred Stock may be converted into shares of common stock at the option of the Company if the closing price of the common stock exceeds $232, as adjusted, for twenty consecutive trading days, or by the holder at any time. The Company has the right to redeem the Series A Preferred Stock at a price of $8.00 per share, plus any accrued and unpaid dividends, plus the make-whole amount (if applicable). At September 30, 2020, the preferred shares were not eligible for conversion to common shares at the option of the Company. The holder of the preferred shares may convert to common shares at any time, at no cost, at a ratio of 1 preferred share into 1 common share (subject to standard ratable anti-dilution adjustments). Upon any conversion (whether at the option of the Company or the holder), the holder is entitled to receive any accrued but unpaid dividends.
On October 6, 2016, the Series A Holder entered into an exchange agreement with a private investor. Pursuant to the exchange agreement, beginning December 5, 2016, the investor has the option to exchange, from time to time, all or any portion of the October 2016 Convertible Notes (see Note 11) for outstanding shares of Series A Preferred Stock from the Series A Holder.
Except as otherwise required by law (or with respect to approval of certain actions), the Series A Preferred Stock shall have no voting rights. Upon any liquidation, dissolution or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, the holders of Series A Preferred Stock shall be entitled to receive, pari passu with any distribution to the holders of common stock of the Company, an amount equal to $8.00 per share of Series A Preferred Stock plus any accrued and unpaid dividends.
As of September 30, 2020, there were 48,100 shares of Series A Preferred Stock outstanding and accrued and unpaid dividends of $355,673.
Series 1A Preferred Stock – Tranche 1 Closing
On September 22, 2020, the Company entered into a securities purchase agreement (“Series 1A SPA”) with Crowdex, for the private placement of up to $5,000,000 of the Company’s newly designated Series 1A Convertible Preferred Stock (“Series 1A Preferred Stock”).
The Company sold 2,000 shares of Series 1A Preferred Stock to Crowdex in exchange for $2,000,000 of gross proceeds at an initial closing under the Series 1A SPA on September 22, 2020.
In November 2020, Crowdex converted 1,200 shares of outstanding Series 1A Preferred Stock into 12,000,000,000 shares of Common Stock.
NOTE 13. STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
At September 30, 2020, the Company had 20 billion shares of common stock, $0.0001 par value, authorized for issuance. Each share of common stock has the right to one vote. As of September 30, 2020, the Company had 5,230,490,450 shares of common stock outstanding. The Company has not declared or paid any dividends related to the common stock through September 30, 2020.
Preferred Stock
At September 30, 2020, the Company had 25,000,000 shares of preferred stock, $0.0001 par value, authorized for issuance. Preferred stock may be issued in classes or series. Designations, powers, preferences, rights, qualifications, limitations and restrictions are determined by the Company’s Board of Directors.
25
Table of Contents
The following table summarizes the designations, shares authorized, and shares outstanding for the Company's Preferred Stock:
Preferred Stock Series Designation
|
|
Shares
Authorized
|
|
|
Shares
Outstanding
|
|
Series A
|
|
|
750,000
|
|
|
|
48,100
|
|
Series 1A
|
|
|
5,000
|
|
|
|
2,000
|
|
Series B-1
|
|
|
2,000
|
|
|
|
—
|
|
Series B-2
|
|
|
1,000
|
|
|
|
—
|
|
Series C
|
|
|
1,000
|
|
|
|
—
|
|
Series D
|
|
|
3,000
|
|
|
|
—
|
|
Series D-1
|
|
|
2,500
|
|
|
|
—
|
|
Series E
|
|
|
2,800
|
|
|
|
—
|
|
Series F
|
|
|
7,000
|
|
|
|
—
|
|
Series G
|
|
|
2,000
|
|
|
|
—
|
|
Series H
|
|
|
2,500
|
|
|
|
—
|
|
Series I
|
|
|
1,000
|
|
|
|
—
|
|
Series J
|
|
|
1,350
|
|
|
|
—
|
|
Series J-1
|
|
|
1,000
|
|
|
|
—
|
|
Series K
|
|
|
20,000
|
|
|
|
—
|
|
Series A Preferred Stock
Refer to Note 12 for Series A Preferred Stock activity.
Series B-1, B-2, C, D, D-1, E, F, G, H, I, J, J-1, and K Preferred Stock
There were no transactions involving the Series B-1, B-2, C, D, D-1, H, I, J, J-1, or K during the three and nine months ended September 30, 2020 and 2019.
NOTE 14. EQUITY PLANS AND SHARE-BASED COMPENSATION
Share-Based Compensation: The Company measures share-based compensation cost at the grant date based on the fair value of the award and recognizes this cost as an expense over the grant recipients’ requisite service periods for all awards made to employees, officers, directors and consultants.
The share-based compensation expense recognized in the Condensed Consolidated Statements of Operations was as follows:
|
|
For the Nine Months Ended September 30,
|
|
|
|
|
2020
|
|
|
|
2019
|
|
Research and development
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative
|
|
|
—
|
|
|
|
20,750
|
|
Total share-based compensation cost
|
|
$
|
—
|
|
|
$
|
20,750
|
|
Stock Options: There was no expense recorded for the nine months ended September 30, 2020 related to stock option awards. The Company recognized share-based compensation expense for stock options of $20,750 to officers, directors and employees for the nine months ended September 30, 2019 related to stock option awards, reduced for forfeitures. There were no option grants during the nine months ended September 30, 2020 or 2019.
As of September 30, 2020, there were no unvested stock options. As of September 30, 2020, 97 shares were vested and 120 shares remained available for future grants under the Option Plan.
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Table of Contents
The following table summarizes stock option activity within the Stock Option Plan
|
|
Stock
Option
Shares
|
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
Outstanding at December 31, 2018
|
|
|
110
|
|
|
5.18
|
Granted
|
|
|
—
|
|
|
|
Exercised
|
|
|
—
|
|
|
|
Canceled
|
|
|
(13
|
)
|
|
|
Outstanding at December 31, 2019
|
|
|
97
|
|
|
4.68
|
Granted
|
|
|
—
|
|
|
|
Exercised
|
|
|
—
|
|
|
|
Canceled
|
|
|
—
|
|
|
|
Outstanding and Exercisable at September 30, 2020
|
|
|
97
|
|
|
3.92
|
Restricted Stock: The Company did not recognize share-based compensation expense related to restricted stock grants for the nine months ended September 30, 2020 or for the year ended December 31, 2019. There were no restricted stock grants for the periods ended September 30, 2020 and December 31, 2019.
As of September 30, 2020, there was no unrecognized share-based compensation expense from unvested restricted stock, no shares were expected to vest in the future, and 496 shares remained available for future grants under the Restricted Stock Plan.
NOTE 15. PAYCHECK PROTECTION PROGRAM LOAN
On April 17, 2020, the Company obtained a PPP Loan from Vectra Bank Colorado (“Vectra”) in the aggregate amount of $193,200, which was established under the CARES Act, as administered by the Small Business Administration (“SBA”). Under the terms of the CARES Act and the PPP, all or a portion of the principal amount of the PPP Loan is subject to forgiveness so long as, over the 24-week period following the Company’s receipt of the proceeds of the PPP Loan, the company uses those proceeds for payroll costs, rent, utility costs or the maintenance of employee and compensation levels. The PPP Loan is unsecured, guaranteed by the SBA, and has a two year term, maturing on April 17, 2022. Interest accrues on the loan beginning with the initial disbursement; however, payments of principal and interest are deferred until Vectra’s determination of the amount of forgiveness applied for by the Company is approved by the SBA. If the Company does not apply for forgiveness within 10 months after the last day of the covered period (defined, at the Company’s election as 24 weeks), such payments will be due that month.
The terms of the PPP loan provide for customary events of default including, among other things, payment defaults, breach of representations and warranties, and insolvency events.
The Company plans to apply for forgiveness of the PPP Loan in the second quarter of 2021.
The PPP Loan is subject to any new guidance and new requirements released by the Department of the Treasury.
At September 30, 2020 the total outstanding balance of the PPP Loan was $193,200.
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NOTE 16. SUBSEQUENT EVENTS
The Company was in a dormant status for most of 2020 due to financial constraints as well as delays in reorganization and fund-raising efforts due to the impact of COVID-19. Below is the sequence of events subsequent to September 30, 2020:
Crowdex Note
On November 27, 2020, the Company issued to Crowdex a $500,000 unsecured convertible promissory note (“Crowdex Note”) and received $500,000 of gross proceeds from the offering of the Crowdex Note. On December 31, 2020, this note was cancelled in exchange for 500 shares of Series 1A Preferred Stock. Refer to the Series 1A Preferred Stock – Tranche 2 Closing section below for further information.
BD 1 Exchange Agreement
During September 2020, a number of the Company’s investors entered into assignment agreements to sell their existing debt to BD 1. Refer to Notes 9, 10, and 11, for more information. The assignments transferred ownership of the following debts:
|
•
|
The outstanding principal and interest of $2.16 million and $417,000, respectively, related to the St. George Secured Promissory Notes discussed in Note 9 was assigned to BD 1. The terms of the notes remained the same.
|
|
•
|
The outstanding principal and interest of $495,000 and $187,000, respectively, related to the Investor 1 Promissory Notes discussed in Note 10 was assigned to BD 1. The terms of the notes remained the same.
|
|
•
|
The outstanding principal and interest of $650,000 and $86,000, respectively, related to the Investor 2 Promissory Notes discussed in Note 10 was assigned to BD 1. The terms of the notes remained the same.
|
|
•
|
The outstanding principal and interest of $330,000 and $79,000, respectively, related to the October 2016 Convertible Notes discussed in Note 11 was assigned to BD 1. The terms of the notes remained the same.
|
|
•
|
The outstanding principal of $618,000, related to the St. George Convertible Note discussed in Note 11 was assigned to BD 1. The terms of the note remained the same.
|
|
•
|
The outstanding principal and interest of $941,000 and $152,000, respectively, related to the Baybridge Convertible Notes discussed in Note 11 was assigned to BD 1. The terms of the notes remained the same.
|
|
•
|
The outstanding principal and interest of $677,000 and $121,000, respectively, related to the Bellridge Convertible Notes discussed in Note 11 was assigned to BD 1. The terms of the notes remained the same.
|
|
•
|
The outstanding principal and interest of $107,000 and $16,000, respectively, related to the Power Up Convertible Notes discussed in Note 11 was assigned to BD 1. The terms of the notes remained the same.
|
|
•
|
The outstanding principal and interest of $330,000 and $68,000, respectively, related to the Widjaja Convertible Notes discussed in Note 11 was assigned to BD 1. The terms of the notes remained the same.
|
|
•
|
The outstanding principal and interest of $170,000 and $19,000, respectively, related to the GS Capital Convertible Notes discussed in Note 11 was assigned to BD 1. The terms of the notes remained the same.
|
On December 18, 2020, the Company entered into a securities exchange agreement (“BD1 Exchange Agreement”) with BD 1, who had previously acquired all of the Company’s existing outstanding unsecured notes (other than notes held by GI and Crowdex) from the original note holders as listed above.
Pursuant to the terms of the BD1 Exchange Agreement, BD 1 agreed to surrender and exchange all of its outstanding promissory notes with principal balances of approximately $10.4 million (including accrued interest and default penalties). In exchange, the Company issued to BD 1 two unsecured convertible notes with an aggregate principal amount of $10,500,000 (“BD1 Exchange Notes”). The BD1 Exchange Notes will mature on December 18, 2025. BD 1 has the right, at any time until the BD1 Exchange Notes are fully paid, to convert any outstanding and unpaid principal and interest into shares of Common Stock at a fixed conversion price equal to $0.0001 per share. Accordingly, the Company would issue 105,000,000,000 shares of Common Stock upon a full conversion of the BD 1 Exchange Notes.
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Table of Contents
Series 1A Preferred Stock – Tranche 2 Closing
On December 31, 2020 the Company sold 500 shares of Series 1A Preferred Stock to Crowdex in exchange for the cancellation of the above-mentioned Crowdex Note issued on November 27, 2020. There were no additional cash proceeds from this closing.
On January 4, 2021, the Company entered into a securities purchase agreement (“Series 1ATranche 2 SPA”) with TubeSolar AG, a developer of photovoltaic thin-film tubes to enable additional application opportunities in solar power generation compared to conventional solar modules (“TubeSolar”). Pursuant to the Series 1A Tranche 2 SPA, the Company sold 2,500 shares of Series 1A Preferred Stock to TubeSolar and received $2,500,000 of gross proceeds on January 5, 2021. There are no registration rights applicable to the Series 1A Preferred Stock.
Common Stock Purchase Agreement
On March 4, 2021, the Company entered into a common stock purchase agreement (“Common Stock SPA” with Baybridge Capital Fund, LP, a private investor (“BBCF”) for the placement of 75,000,000 shares of the Company’s Common Stock (the “Shares”) at a fixed price of $0.04 per share. On March 9, 2021, the Company sold the Shares to BBCF in exchange for $3,000,000 of gross proceeds.
Global Ichiban Settlement Agreement
On March 9, 2021, the Company entered into a settlement agreement (“Settlement”) with our current secured promissory note holder, Global Ichiban Limited (“Global”). Pursuant to the Settlement, the Company issued 168,000,000 shares of Common Stock of the Company (“Settlement Shares”) to Global in exchange for the cancellation of the outstanding secured promissory note of $5,800,000 (the “Secured Note”). The Secured Note, which was originally scheduled to mature on September 30, 2022, had a variable-rate conversion feature that entitled Global to convert into shares of Common Stock of the Company at 80% of the 5-day average closing bid-price prior to any conversion. The Secured Note also had a lien on substantially all of the Company’s assets including intellectual properties. Following the Settlement, the lien shall be removed and all of the Company’s assets shall be unencumbered going forward. Refer to the 8-K filing on March 10, 2021 for more details of the Settlement.
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