Quarterly report pursuant to Section 13 or 15(d)

Notes Payable

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Notes Payable
9 Months Ended
Dec. 31, 2020
Notes Payable  
Notes Payable

5.     Notes Payable

Convertible Loans Payable

During the nine months ended December 31, 2020,  the Company received $1.5 million, in addition to $70,000 previously loaned to the Company, pursuant to a $7.0 million (previously $3.0 million) convertible note offering (the "Convertible Note Offering"). The convertible notes issued in the Convertible Note Offering (the "Convertible Notes") bear interest at a fixed rate at 1% per month. The Convertible Notes will be convertible into equity of the Company upon the following events:

(i)

On the maturity date of March 31, 2021 (the "Maturity Date”), the outstanding principal and accrued and unpaid interest under the Convertible Notes will be converted into shares of common stock at a conversion price of $8.55 per shares in the event of an investment on or prior to December  31, 2019, and $9.50 per share in the event of an investment after December  31, 2019 (the “Conversion Price”).

(ii)

Upon a change of control transaction prior to the Maturity Date, the outstanding principal and accrued and unpaid interest under the Convertible Notes would, at the election of the holders of a majority of the outstanding principal of the loans under the Convertible Note Offering, be either (i) payable upon demand as of the closing of such change of control transaction or (ii) convertible into shares of the Company’s common stock immediately prior to such change of control transaction at a price per share equal to the lesser of (x) the Conversion Price or (y) the per share consideration to be received by the holders of the common stock in such change of control transaction.

In the event the Company raises capital through the sale of common stock for cash during the period ending on the three year anniversary of the issuance date of the convertible notes, and the price per share thereof (the “Offering Price”) minus 20% is less than the original Conversion Price, then in such event the Company shall issue to all Convertible Noteholders at, at no further cost, additional shares of common stock equal to the number of conversion shares the holders would have received upon conversion if the Conversion Price equaled to a 20% discount to the Offering Price, less the number of shares of conversion shares actually issued on or as of the Maturity Date. Since the Company has early adopted ASU 2017-11, the anti-dilution protection clause does not contribute to the conversion feature to be a derivative liability.

Interest expense associated with these Convertible Notes for the three and nine months ended December 31, 2020 was $47,000 and $104,000, respectively.  Interest payable associated with these Convertible Notes at December 31, 2020 was $104,000

Shareholder loan

On March 23, 2020, the Company received a $2.0 million loan from an existing shareholder. The promissory note evidencing the loan bears interest at a fixed rate of 1% per month and has a maturity date of the earlier of (i) March 31, 2022 and (ii) the date of receipt of a minimum of $5.0 million from a “Subsequent Financing.” The accrued interest shall be payable in cash commencing on March 31, 2021 with the quarterly payments accrued for the first three payment dates (3-month, 6-month and 9-month anniversaries of the issue date), and then quarterly thereafter.  The remaining half of the interest accrued will be paid upon the maturity date.  The loan is repayable or convertible to common shares at the loan holder’s option on March 31, 2022 at a price per share equal to the price per share of the Company’s then most recent capital raise or debt conversion, or any other valuation as agreed in writing between the loan holder and the Company.

Interest expense associated with this loan for the three and nine months ended December 31, 2020 was $60,000 and $165,000. Interest payable associated with this loan at December 31, 2020 was $165,000.

Paycheck Protection Program Loan

In May 2020, the Company signed a promissory note for $459,912 pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act, which is administered by the U.S. Small Business Administration. The loan is unsecured, bears interest of 1% per annum and a deferment period of 6 months. The loan is to be used primarily for payroll related costs, lease, and utility payments. The Company has applied for forgiveness and is awaiting a response for the whole loan amount in accordance with applicable law. If the loan is not forgiven, the Company will be obligated to repay the loan during a period of 2 years.