Annual report pursuant to Section 13 and 15(d)

6. Notes Payable and Interest Expense

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6. Notes Payable and Interest Expense
12 Months Ended
Dec. 31, 2018
Debt Disclosure [Abstract]  
6. Notes Payable and Interest Expense

6. Notes Payable and Interest Expense

 

Notes Payable

 

The following table presents details of our notes payable as of December 31, 2018 and 2017:

 

Facility   Maturity   Interest Rate   Balance at December 31, 2018   Balance at
December 31,
2017
BDC Term Loan   September 15, 2019      12 %   $ 252,837      $ 358,466   
ACOA Note   May 1, 2021      -        141,081        175,632   

SVB Working Capital Line of

Credit Facility

  March 30, 2018      Variable        -        1,882,936   
Wintrust Bank   November 1, 2021      6.75%     1,000,000        -   
Related Party Note   March 31, 2020      15 %     80,000        -   
Total Debt             1,473,918        2,417,034   
Debt discount             -        7,786   
Less current portion             (1,279,590)       (2,244,010)  
Long-term debt, net of current portion           $ 194,328      $ 180,810   

 

BDC Term Loan

 

On January 8, 2016, Livelenz (a wholly-owned subsidiary of the Company,) entered into an amendment of their original loan agreement dated August 26, 2011 with the Business Development Bank of Canada (“BDC”). Under this agreement the loan will mature, and the commitments will terminate on December 15, 2018. The company recorded $1,529 of debt issuance costs as part of the acquisition of Livelenz. During the twelve months ended December 31, 2018, the company recorded $856 of amortization expense. As of December 31, 2018, the company has $0 of debt issuance costs remaining. On January 8, 2018, Livelenz (a wholly-owned subsidiary of the Company,) entered into an amendment of their original loan agreement dated August 26, 2011 with the Business Development Bank of Canada (“BDC”). Under this agreement the loan will mature, and the commitments will terminate on September 15, 2019. Under this amendment the interest rate on the loan increases to 20%.

 

ACOA Note

 

On November 6, 2017, Livelenz (a wholly-owned subsidiary of the Company), entered into an amendment of the original agreement dated December 2, 2014 with the Atlantic Canada Opportunities Agency (“ACOA”). Under this agreement the note will mature, repayments began on June 1, 2016, and the commitments will terminate on May 1, 2023.

 

SVB Working Capital Line of Credit Facility

 

In March 2016, we entered into a Working Capital Line of Credit Facility (the “Facility”) with Silicon Valley Bank (“SVB”) to provide up to $2 million to finance our general working capital needs. The Facility is funded based on cash on deposit balances and advances against our accounts receivable based on customer invoicing. Interest on Facility borrowings is calculated at rates between the prime rate minus 1.75% and prime rate plus 3.75% based on the borrowing base formula used at the time of borrowing. The Facility contains standard events of default, including payment defaults, breaches of representations, breaches of affirmative or negative covenants, and bankruptcy. During the twelve months ended December 31, 2017, the Company borrowed $1,000,000 under this Facility. As of March 31, 2018, this Facility was paid off and closed.

 

Under the terms of the Facility, the Company is obligated to pay a commitment fee on the available unused amount of the Facility commitments equal to 0.5% per annum.

 

The Company capitalized debt issuance costs of $47,287 as of December 31, 2017 related to the Facility, which are being amortized on a straight-line basis to interest expense over the two-year term of the Facility. During the twelve months ended December 31, 2018, the company recorded $27,393 of amortization expense. As of December 31, 2018, the company has $0 of debt issuance costs remaining.

 

Bridge Loan Promissory Note

 

On April 19, 2018, the Company entered into a bridge financing agreement (“Promissory Note”) for up to $1,000,000. The Promissory Note carries an interest rate of 2% per thirty days and a facility fee of 1% of the maximum loan amount. Under this agreement the note automatically renews every thirty days until paid in full. As of September 30, 2018, this Promissory Note has been paid off and closed.

 

Wintrust Loan

 

On November 14, 2018, we entered into a Loan and Security Agreement with Wintrust Bank. The Loan and Security Agreement provides for a single-term loan to us in the original principal amount of $1,000,000.  Interest accrues on the unpaid principal amount at the rate of prime plus 1.5%. The loan is a three-year loan and is interest-only payable for the first six months of the loan. Commencing on May 1, 2019, we will commence monthly payments of principal in the amount of $33,333.33 in addition to the monthly payment of accrued interest. The loan is secured by all of our assets other than our intellectual property. We used the proceeds of the loan to re-finance a loan in the principal amount of $1,000,000 we assumed as part of the acquisition of the Belly assets.

 

Related Party Notes

 

During February 2018, we conducted a private placement of Unsecured Promissory Notes (individually, a “Note” and collectively, the “Notes”) in the aggregate principal amount of $1,080,000 to certain investors, officers and directors of the Company.  Each Note bears interest on the unpaid balance at the rate of fifteen percent (15%) per annum and the principal and accrued interest is due and payable no later than December 1, 2018. We may prepay any of the Notes without notice, subject to a two percent (2%) pre-payment penalty.  The Note offer was conducted by our management and there were no commissions paid by us in connection with the solicitation. As of December 31, 2018, we have repaid $1,000,000 and have $80,000 as a remaining balance of these notes.

 

Interest Expense

 

The following table summarizes interest expense for the years ended December 31, 2018 and 2017:

 

    December 31,
    2018   2017
Interest expense   $ 210,421      $ 169,044   
Total interest expense   $ 210,421      $ 169,044