Annual report pursuant to Section 13 and 15(d)

Notes Payable

v3.10.0.1
Notes Payable
12 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
NOTES PAYABLE

5. NOTES PAYABLE 

 

A summary of notes payable outstanding as of September 30, 2018 and 2017 is as follows:

 

    2018     2017  
Demand notes payable – Leonard Mazur   $ 160,470     $ 160,470  
Demand notes payable – Myron Holubiak     12,500       12,500  
Notes payable   $ 172,970     $ 172,970  

  

Notes Payable - Related Parties

 

On March 30, 2016, the Company assumed $772,970 of demand notes payable in the acquisition of LMB, including $760,470 to our Chairman, Leonard Mazur, and $12,500 to our Chief Executive Officer, Myron Holubiak. Notes with a principal balance of $704,000 accrue interest at the “Prime Rate”, as published in the Wall Street Journal on the last day of each month plus 1% and notes with a principal balance of $68,970 accrue interest at 12% per annum. In April 2016, $600,000 of the “Prime Rate” plus 1% demand notes payable and accrued interest of $1,985 was repaid to Leonard Mazur.

 

The Board of Directors authorized revolving demand promissory notes with Leonard Mazur in an aggregate principal amount of up to $2,500,000 that accrued interest at the prime rate plus 1%. On September 7, 2016, the Company issued a $500,000 note. The Company issued $2,000,000 of additional notes through the period ended May 10, 2017. On May 10, 2017, the notes were converted into a $2,500,000 convertible promissory note. The note was convertible into shares of common stock, at the sole discretion of Mr. Mazur, at a conversion price equal to 75% of the price per share paid by investors in the Company’s 2017 registered public offering. In connection with the modification of the note, in 2017 the Company recorded a charge of $833,333 to additional paid-in capital and increased the carrying value of the notes to $3,333,333 which was the fair value of the common stock issuable on conversion. On August 8, 2017, Leonard Mazur converted the $2,500,000 principal balance and accrued interest of $63,174 into 828,500 shares of common stock.

 

On May 10, 2017 and June 23, 2017, the Company executed future advance convertible promissory notes with Leonard Mazur that were scheduled to mature on December 31, 2017 and accrue interest at the prime rate plus 1%. The notes were convertible into shares of common stock, at the sole discretion of Mr. Mazur, at a conversion price equal to 75% of the price per share paid by investors in the Company’s 2017 registered public offering. On August 8, 2017, Leonard Mazur converted the outstanding $2,210,000 principal balances and accrued interest of $13,066 into 718,567 shares of common stock.

 

In connection with the conversions, the Company recorded net non-cash interest expense of $762,078 due to the beneficial conversion feature on the conversion price of $1,595,411 and the amortization of the previously recorded modification premium of $833,333.

 

The Company evaluated all terms of the future advance convertible promissory notes, including the Change in Control provision, to identify any embedded features that required bifurcation and recording as derivative instruments. The Company determined that there were no such features requiring separate accounting.

 

Interest Expense

 

Interest expense on notes payable for the years ended September 30, 2018, 2017 and 2016 was $15,645, $850,789 and $8,994, respectively.