Annual report pursuant to Section 13 and 15(d)

Notes Payable

v3.6.0.2
Notes Payable
12 Months Ended
Dec. 31, 2016
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
Note 5 – Notes Payable
 
NSC Note
 
In March 2015, Fortress closed the private placement of a promissory note for $10 million through National Securities Corporation (“NSC”) and used the proceeds to acquire medical technologies and products. NSC, a wholly owned subsidiary of National Holdings, Inc., acted as the sole placement agent for the NSC Note. The NSC Note allowed Fortress to transfer a portion of the proceeds from the NSC Note to the Company pursuant to which the Company executed an identical NSC Note in favor of NSC. Accordingly, the Company assumed $2.8 million under the NSC Note as part of the Founders Agreement (see Note 4) and issued NSC 139,592 warrants to purchase its common stock, which was equal to twenty-five percent (25%) of the amount of NSC Note proceeds the Company received from Fortress divided by the lowest price at which the Company next sold common stock. The warrant issued has a term of 10 years and an exercise price equal to the par value of the Company’s common stock. In February 2016, the Company paid NSC $2.8 million representing repayment of the assumed NSC Note principal and accrued interest as of the date of payment. Approximately $324,000 of unamortized debt discount was accelerated into interest expense upon payment.
 
As of December 31, 2016, the Company’s portion of the NSC Note was $0. For the years ended December 31, 2016 and 2015, the Company recorded costs of approximately $324,000 and $89,000, respectively, related to the amortization of the debt discount and $20,000 and $146,000, respectively of interest expense at 8%, both recorded in interest expense in the Statements of Operations.
 
The following table summarizes the Company’s Amended NSC Note activities as of December 31, 2016 ($ in thousands).
 
 
 
NSC Note Payable
 
Discount
 
NSC Note Payable, Net
 
December 31, 2015 balance
 
$
2,792
 
$
(324)
 
$
2,468
 
Payment of NSC debt
 
 
(2,792)
 
 
-
 
 
(2,792)
 
Amortization of debt discount
 
 
-
 
 
324
 
 
324
 
December 31, 2016 balance
 
$
-
 
$
-
 
$
-