Schedule of convertable debt |
The
below table sets forth details regarding the shares issued to certain related parties upon the Company’s exercise of the
Mandatory Conversion:
Note
Issuance and Conversion Table:
Note Holder |
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Principal Amount |
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2016
Discount |
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Carrying
Value September 30, 2016 |
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|
Accrued Interest
at Conversion |
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Shares issued on
Conversion |
|
Original
Note Purchase Agreement |
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Note
Date Range Sept 22, 2014 to July 20, 2015 |
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RSJ Private
Equity |
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|
(1) |
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|
$ |
750,000 |
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|
$ |
21,300 |
|
|
$ |
728,700 |
|
|
$ |
76,200 |
|
|
|
165,246 |
|
John Pappajohn |
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|
(2) |
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|
|
200,000 |
|
|
|
8,100 |
|
|
|
191,900 |
|
|
|
20,400 |
|
|
|
44,089 |
|
John Pappajohn |
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|
(5) |
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|
|
200,000 |
|
|
|
3,000 |
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|
|
197,000 |
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|
|
14,200 |
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|
|
42,820 |
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Tierney Family Trust |
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|
(3) |
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|
|
540,000 |
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|
|
16,000 |
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|
|
524,000 |
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|
|
46,000 |
|
|
|
117,199 |
|
Follman Family Trust |
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|
(4) |
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|
|
100,000 |
|
|
|
3,000 |
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|
|
97,000 |
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|
|
7,700 |
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|
|
21,538 |
|
Oman Ventures |
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|
(6) |
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|
|
200,000 |
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|
|
8,100 |
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|
|
191,900 |
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|
|
20,400 |
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|
|
44,089 |
|
4
Accredited Investors |
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|
|
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|
300,000 |
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|
|
9,100 |
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|
|
290,900 |
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|
|
30,600 |
|
|
|
66,112 |
|
Subtotal
for First Round |
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|
|
|
|
$ |
2,290,000 |
|
|
$ |
68,600 |
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|
$ |
2,221,400 |
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|
Omnibus
Amendment Sept 14, 2015 |
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Note
Date Range Sept 14, 2015 to September 24, 2015 |
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RSJ Private Equity |
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|
(1) |
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$ |
350,000 |
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|
$ |
85,400 |
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|
$ |
264,600 |
|
|
|
17,300 |
|
|
|
73,462 |
|
Robin Smith |
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|
(2) |
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|
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60,000 |
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|
|
7,100 |
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|
52,900 |
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|
|
3,100 |
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|
12,611 |
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John Pappajohn |
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|
(2) |
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|
100,000 |
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|
24,400 |
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|
75,600 |
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|
5,100 |
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|
21,015 |
|
Follman Family Trust |
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|
(4) |
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|
150,000 |
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|
36,500 |
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|
113,500 |
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|
7,600 |
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|
31,522 |
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2
Accredited Investors |
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50,000 |
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|
12,200 |
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|
37,800 |
|
|
|
2,500 |
|
|
|
10,508 |
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Subtotal
for Second Round |
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|
|
|
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$ |
710,000 |
|
|
$ |
165,600 |
|
|
$ |
544,400 |
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|
|
|
|
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Balances
at September 30, 2015 |
|
|
|
|
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$ |
3,000,000 |
|
|
$ |
234,200 |
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|
$ |
2,765,800 |
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|
Second Amended
Note December 23 & 28, 2015 |
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RSJ Private Equity |
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|
(1) |
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$ |
750,000 |
|
|
|
|
|
|
|
|
|
|
|
27,300 |
|
|
|
155,465 |
|
John
Pappajohn |
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|
(2) |
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|
250,000 |
|
|
|
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|
|
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|
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|
|
9,300 |
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|
51,856 |
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Subtotal
for Third Round |
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$ |
1,000,000 |
|
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Note Date Range
Feb 23, 2016 to August 16, 2016 |
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RSJ Private Equity |
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|
(1) |
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$ |
250,000 |
|
|
|
|
|
|
|
|
|
|
|
1,400 |
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|
|
50,281 |
|
Robin Smith |
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|
(2) |
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|
|
40,000 |
|
|
|
|
|
|
|
|
|
|
|
800 |
|
|
|
8,165 |
|
John Pappajohn |
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|
(2) |
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|
|
850,000 |
|
|
|
|
|
|
|
|
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|
14,000 |
|
|
|
172,802 |
|
Tierney Family Trust |
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|
(3) |
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|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
|
600 |
|
|
|
20,129 |
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Follman Family Trust |
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|
(4) |
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|
|
300,000 |
|
|
|
|
|
|
|
|
|
|
|
5,100 |
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|
|
61,014 |
|
Carpenter, George &
Jill |
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|
(7) |
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100,000 |
|
|
|
|
|
|
|
|
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|
|
1,300 |
|
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|
20,254 |
|
Harris, Geoffrey |
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|
(2) |
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10,000 |
|
|
|
|
|
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|
|
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|
|
300 |
|
|
|
2,058 |
|
2 Accredited Investors |
|
|
|
|
|
|
300,000 |
|
|
|
|
|
|
|
|
|
|
|
5,600 |
|
|
|
61,124 |
|
Brandt
Ventures |
|
|
(8) |
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
10,047 |
|
Subtotal
for Final Round |
|
|
|
|
|
$ |
2,000,000 |
|
|
|
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|
|
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|
Balances
Converted September 19, 2016 |
|
|
|
|
|
$ |
6,000,000 |
|
|
|
|
|
|
|
|
|
|
$ |
317,000 |
|
|
|
1,263,406 |
|
|
(1) |
RSJ PE is a greater
than 5% shareholder. Michal Votruba, a Director for Life Sciences for the RSJ/Gradus Fund, subsequently joined our Board on
July 30, 2015. |
|
(3) |
Thomas Tierney is a trustee of the Tierney Family
Trust. Mr. Tierney originally joined the Board in February 25, 2013 and served as Chairman of the Board from March 26, 2013
till May 22, 2015 when he resigned from the Board. On September 29, 2016 Mr. Tierney rejoined the Board. The Tierney Family
Trust is a greater than 5% shareholder of the Company. Mr. Tierney resigned from the board on July 14, 2017. |
|
(4) |
Robert Follman is a trustee of the Follman Family
Trust and is a member of the Board. Mr. Follman resigned from the board on July 14, 2017. |
|
(5) |
John Pappajohn is a member of the Board. He
purchased $200,000 of Notes, which on September 6, 2015, were assigned to four accredited investors. Approximately $10,400
of interest was attributable to such transferred Notes, resulting in an aggregate of 42,084 shares being issued upon the Mandatory
Conversion of such transferred Notes. |
|
(6) |
Mark & Jill Oman are the beneficial owners
of Oman Ventures and were greater than 5% shareholders of the Company. |
|
(7) |
George Carpenter is the CEO of the Company. |
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(8) |
Brandt Ventures was issued this note as part
of the Company’s settlement of its litigation with Leonard Brandt and Brandt Ventures (refer to Note 9. Commitments
and Contingent Liabilities). |
|