Quarterly report pursuant to Section 13 or 15(d)

DERIVATIVE LIABILITIES

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DERIVATIVE LIABILITIES
6 Months Ended
Mar. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE LIABILITIES
  4. DERIVATIVE LIABILITIES

 

At September 30, 2015 the Notes totaled $3.0 million and the derivative liability value was determined to be $833,000. For the fiscal year ended September 30, 2015, gains on derivatives liabilities totaled $162,800.

 

On December 23, 2015, the Company entered into the Second Amended Note & Warrant Agreement, with each of 16 accredited investors, pursuant to which (i) the aggregate principal amount of Notes available for issuance was increased from $3.0 million to up to $6.0 million, (ii) the maturity date of currently outstanding Notes was extended from March 21, 2016 to December 31, 2017; (iii) the time during which Notes may be issued was extended and (iv) certain warrants were issued to holders of both previously issued and newly issued Notes. Consequently, the existing notes totaling $3 million, plus $121,900 of accrued interest thereon, for an aggregate total debt of $3,121,900 was revalued on December 23, 2015, and on the prior trading day, December 22, 2015, to determine the impact on derivative valuation. On December 22, 2015, the derivative liability of the aggregate debt was determined to be $60,200, which resulted in a write down of $772,800 from the derivative liability balance of $833,000 at September 30, 2015, which resulted in a Gain on Derivative Liabilities of $772,800.

 

On December 23, 2015, all the Notes were revalued with the maturity date extended to December 31, 2017. The derivative liability value was determined to be $1,022,400 and the offset was booked to other income as a Loss on Extinguishment of Debt, adjustment amount of $962,300.

 

Pursuant to the Second Amended Note & Warrant Agreement, on December 23 and December 28, 2015, the Company issued to the two purchasers of December 2015 Notes in the aggregate principal amount of $1,000,000 of secured convertible promissory notes. Between February 23, 2016 and March 31, 2016, the Company issues three additional Notes to three purchasers in the aggregate principal amount of $360,000 of secured convertible promissory notes.

 

Consequently, on March 31, 2016, notes in the aggregate principal amount of $4.36 million were revalued, and the derivative liability value was determined to be $1,441,700; the offset was booked to other income as a Gain on Derivative Liability of $786,900.

 

The range of Black-Scholes option-pricing model assumption inputs for all the valuation dates are in the table below:

 

   

September 30, 2015

through to

March 31, 2016

Low

   

September 30, 2015

through to

March 31, 2016

High

 
Annual dividend yield     —       —  
Expected life (years)     0.2       2.00  
Risk-free interest rate     0.08 %     1.06 %
Expected volatility     47.83 %     225.32 %

 

The following tables include a roll-forward of liabilities classified within Levels 1, 2 and 3: 

 

    Six Months Ended March 31, 2016  
    Level 1     Level 2     Level 3  
                   
Stock warrant and other derivative liabilities at September 30, 2015   $ -     $ -     $ 833,000  
$3M of convertible debt prior to amendment     -       -       (772,800 )
$3M of convertible debt as amended     -       -       962,300  
Issuance of warrants and other derivatives     -       -       444,600  
Change in fair value     -       -       (25,400 )
Stock warrant and other derivative liabilities at March 31, 2016   $ -     $ -     $ 1,441,700  

 

    Six Months Ended March 31, 2015  
    Level 1     Level 2     Level 3  
                   
Stock warrant and other derivative liabilities at September 30, 2014   $ -     $ -     $ 153,100  
Change in fair value     -       -       (67,300 )
Stock warrant and other derivative liabilities at March 31, 2015   $ -     $ -     $ 85,800  

 

The net changes in Derivative Liabilities for transactions which were booked to other income resulted in a net gain on derivative liabilities of $798,200 and $67,300 for the six months ended March 31, 2016 and 2015 respectively.

 

The net changes in Extinguishment of Debt for transactions which were booked to other income resulted in a net loss on extinguishment of debt of $2,337,400 for the six months ended March 31, 2016. For the same period in 2015 we had no similar expenses.

 

As of March 31, 2016 and September 30, 2015 we had derivative liabilities of $1,441,700 and $833,000 respectively.