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Annual report pursuant to Section 13 and 15(d)

Convertible Notes and Convertible Notes - Related Party

v3.10.0.1
Convertible Notes and Convertible Notes - Related Party
12 Months Ended
Apr. 30, 2018
Debt Disclosure [Abstract]  
Convertible Notes and Convertible Notes - Related Party

Note 9. Convertible Notes and Convertible Notes – Related Party


On February 29, 2012, a loan payable of $50,000 was converted into a two-year convertible promissory note, interest of 0.19% per annum. Beginning March 31, 2012, the note was convertible into common shares of the Company at the rate of $12.00 per share. This loan (now a convertible promissory note) was originally due in February 2014. The amount due under this note has been reserved for payment upon the note being tendered to the Company by the note holder.


On August 14, 2012, the Company’s CEO loaned the Company $300,000 and received a convertible promissory note, payable on demand, bearing interest at 5% per annum. The note was convertible into shares of common stock of the Company at a rate of $4.20 per share (based on proceeds received on September 28, 2012 under a private placement at $4.20 per unit). Through various note extensions, the debt was extended to May 5, 2018. There was no accounting effect for these modifications. This note was paid in full with accrued interest on April 7, 2017, as part of the $7,500,000 equity raise. (See Note 12.)


On December 1, 2017, the Company completed the acquisition of USU and, as part of the consideration, a $2.0 million convertible note (the “Note”) was issued, bearing 8% annual interest that matures over a two-year period after the closing. (See Note 17) At the option of the Note holder, on each of the first and second anniversaries of the closing date, $1,000,000 of principal and accrued interest under the Note will be convertible into shares of the Company’s common stock based on the volume weighted average price per share for the ten preceding trading days (subject to a floor of $2.00 per share) or become payable in cash. There was no beneficial conversion feature on the note date and the conversion terms of the note exempt it from derivative accounting. Subsequently the note was assigned to a third party.


Convertible notes payable consisted of the following at April 30, 2018 and 2017:


 

 

April 30,

 

 

 

2018

 

 

2017

 

Convertible note payable - originating December 1, 2017; no monthly payments required; bearing an annual rate of interest at 8%; $1,000,000 maturing on December 1, 2018 and $1,000,000 maturing on December 1, 2019

 

$

2,000,000

 

 

$

 

 

 

 

 

 

 

 

 

 

Convertible note payable - originating February 29, 2012; no monthly payments required; bearing interest at 0.19%; maturing at February 29, 2014

 

 

50,000

 

 

 

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

2,050,000

 

 

 

50,000

 

Less: Current maturities

 

 

(1,050,000

)

 

 

(50,000

)

Total

 

$

1,000,000

 

 

$

 


Future maturities of convertible notes payable as of April 30, 2018 are as follows:


Year ending April 30,

 

 

 

2019

 

$

1,050,000

 

2020

 

 

1,000,000

 

 

 

$

2,050,000