7. Private Placement
On May 9, 2011, the Company entered into securities purchase agreements to sell 1,044,644 shares of the Companys common stock, subject to trading restrictions, in a private placement financing with a select group of accredited investors, including certain members of the Board of Directors of the Company - 687,500 shares of restricted common stock were sold to non-affiliated investors at a price of $4.00 per share and 357,144 shares of restricted common stock were sold to three of the Companys Directors at a price of $4.20 per share, resulting in aggregate gross proceeds of $4,250,000.
In addition, on the same day, the Company entered into a debt conversion agreement with G.S. Beckwith Gilbert, pursuant to which the Company (1) repaid, from the private placement proceeds, $4,250,000 of principal on the outstanding notes payable to G.S. Beckwith Gilbert and (2) converted $5,750,000 of the principal amount of the notes payable held by G.S. Beckwith Gilbert into 1,369,048 shares of common stock, subject to trading restrictions. A new note payable was issued to G.S. Beckwith Gilbert equal to the remaining $4,815,000 principal balance of the existing notes payable following such conversion. The stock issued by the Company to G.S. Beckwith Gilbert was done so based on the trading price of the Companys stock and thus considered to be fair value based on a Level 1 input per ASC Topic 820, Fair Value Measurements and Disclosures, and accordingly no gain or loss resulted from the conversion.
The new note payable bears a maturity date of November 1, 2014 originally had an annual interest rate of 9%, payable as follows: interest at the annual rate of 6% would be payable in cash, and the remaining interest of 3% per annum would be payable at the option of the Company in cash or "paid in kind" and added to the principal of the note payable.
On September 6, 2011, the Company entered into an amendment to the note payable agreement, reducing the annual interest rate from 9% to an annual rate of 6%, payable in cash, and the Companys option to pay the remaining interest of 3% per annum in cash or paid in kind was discontinued. Interest payments will be made annually on October 31 of each year.