Notes Payable |
The Company has the following notes payable
as of September 30, 2020:
Note |
|
Issuance Date |
|
Maturity Date |
|
Interest
Rate |
|
|
Original Borrowing |
|
|
Balance at
September 30, 2020 |
|
Note A |
|
April 17, 2020 |
|
April 17, 2022 |
|
|
1.00 |
% |
|
$ |
1,218,000 |
|
|
$ |
1,218,000 |
|
Note B |
|
May 15, 2020 |
|
May 15, 2050 |
|
|
3.75 |
% |
|
|
150,000 |
|
|
|
150,000 |
|
Note C |
|
May 1, 2020 |
|
May 1, 2022 |
|
|
3.75 |
% |
|
|
90,000 |
|
|
|
90,000 |
|
Note D |
|
September 4, 2020 |
|
October 1, 2020 |
|
|
0.14 |
% |
|
|
1,982,000 |
|
|
|
1,885,000 |
|
Total notes payable |
|
|
|
|
|
|
|
|
|
|
3,440,000 |
|
|
|
3,343,000 |
|
Non-current |
|
|
|
|
|
|
|
|
|
|
1,458,000 |
|
|
|
1,458,000 |
|
Current |
|
|
|
|
|
|
|
|
|
$ |
1,982,000 |
|
|
$ |
1,885,000 |
|
|
(A) |
On April 17, 2020, the Company received loan
proceeds in the amount of $1,218,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of
the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for
amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are
forgivable after the earlier of (i) 24 weeks after the loan disbursement date and (ii) December 31, 2020 as long as the borrower
uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.
The unforgiven portion of the PPP loan is payable
over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the
proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet
the conditions for forgiveness of the loan, we cannot assure you that we will not take actions that could cause the Company to
be ineligible for forgiveness of the loan, in whole or in part. As for the potential loan forgiveness, once the PPP loan is, in
part or wholly, forgiven and a legal release is received, the liability would be reduced by the amount forgiven and a gain on extinguishment
would be recorded. The terms of the PPP loan provide for customary events of default including, among other things, payment defaults,
breach of representations and warranties, and insolvency events. The Company was in compliance with the terms of the PPP loan as
of September 30, 2020.
|
|
(B) |
On May 15, 2020, the Company executed an unsecured
loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $150,000.
The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75%
per annum. Installment payments, including principal and interest, will begin on May 15, 2021.
As part of the loan, the Company also received
an advance of $10,000 from the SBA. While the SBA refers to this program as an advance, it was written into law as a grant. This
means that the amount given through this program does not need to be repaid. As a result, the Company accounted this $10,000 as
part of “Other Income” in the accompanying Statement of Operations.
|
|
|
|
|
(C) |
On May 1, 2020, SoloFire received loan proceeds
in the amount of $90,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus
Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to
2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after
the earlier of (i) 24 weeks after the loan disbursement date and (ii) December 31, 2020 as long as the borrower uses the loan proceeds
for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.
The unforgiven portion of the PPP loan is payable
over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the
proceeds for purposes consistent with the PPP. While the Company currently believes that its use of the loan proceeds will meet
the conditions for forgiveness of the loan, we cannot assure you that we will not take actions that could cause the Company to
be ineligible for forgiveness of the loan, in whole or in part. As for the potential loan forgiveness, once the PPP loan is, in
part or wholly, forgiven and a legal release is received, the liability would be reduced by the amount forgiven and a gain on extinguishment
would be recorded. The terms of the PPP loan provide for customary events of default including, among other things, payment defaults,
breach of representations and warranties, and insolvency events. The Company was in compliance with the terms of the PPP loan as
of September 30, 2020.
|
|
|
|
|
(D) |
On September 4, 2020, Verb Acquisition
issued a note payable to the owners of SoloFire, in the amount of $1,982,000, as part of the consideration related to the acquisition
of SoloFire. The note bears interest at a rate of 0.14% per annum, with a maturity date of October 1, 2020.
Effective September 30, 2020, the note was
amended to $1,885,000 to account for contractual working capital adjustments. All other terms remain the same. On October 1, 2020,
Verb Acquisition paid off the note in full.
|
|