18. Subsequent Events |
6 Months Ended |
|---|---|
Mar. 31, 2017 | |
| Notes | |
| 18. Subsequent Events | 18. Subsequent Events Subsequent to March 31, 2017, the Company entered into the following agreements and transactions: (1) On April 17, 2017, the Company entered into a factoring agreement with an existing third party lender. The factoring agreement provides for an advance of $1,794,000, comprised of $1,000,000 in cash and the consolidation of $794,000 from four prior factoring agreements into the amounts owed under the factoring agreement (collectively, the "Funds"). In consideration for the Funds, the Company sold to the lender all future receipts until the total amount of $2,511,601 has been paid. The factoring agreement requires payment of the minimum daily amount of $12,999.99 for 193 days. The $1,794,000 can be reduced if repayment occurs more quickly. Repayment of the amounts owing is with recourse and secured by all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory of the Company. The lender, however, has subordinated its security interest to other notes payable. The amount owed to the lender is personally guaranteed by the Company's Chief Executive Officer. (2) On April 17, 2017, the Company and a customer entered into a Joint Venture Agreement, effective March 31, 2017 (the "JV Agreement") with Colorado Choice Health Plans (CCHP). Under the JV Agreement: (i) CCHP is providing various services to the Company to improve the Company's diabetes programs, (ii) the Company loaned CCHP $500,000 under a debenture note, and (iii) the JV Agreement will terminate upon the later of (a) repayment of the debenture note or (b) the one year anniversary of the JV Agreement. The debenture note: (i) bears interest at the rate of five percent per annum, (ii) is subordinated to the rights of CCHP policyholders, claimants and beneficiary claims and all other classes of CCHP creditors other than subordinated debenture holders, (iii) does not become a liability of CCHP until and unless the Commissioner of the Colorado Department of Regulatory Agencies, Division of Insurance ("Division of Insurance") authorizes repayment of the debenture agreement, and shall be treated by CCHP as surplus until the time of such approval, (iv) is only repayable from available funds in excess of CCHP's minimum net surplus required to be maintained by the Division of Insurance, and (v) is otherwise repayable on March 31, 2018, assuming approval by the Division of Insurance. (3) On April 19, 2017, the Company amended a note payable, with balance of $1,700,000 as of March 31, 2017, to extend the maturity date to the earlier of May 20, 2017 or the third business day after the closing of the Offering. Additionally, the date by which the origination shares must be delivered was extended to the fifth trading day after the pricing of the Offering, but in no case later than May 20, 2017. (4) During April 2017, the Company received a letter from a significant customer dated April 25, 2017 notifying the Company of the termination its customer agreement effective July 1, 2017. This customer represented 56% and 47% of revenues during the three and six months ended March 31, 2017, respectively. (5) During April, 2017 the Company issued 7,000 shares of common stock to business development contractor pursuant to a services arrangement in consideration for services rendered. (6) Effective April 3, 2017, the Company entered into a letter agreement (the Telecare Letter Agreement), with Telecare Medical Supply, LLC, the sole supplier of our cellular glucometers and other testing supplies (Telecare), and the payee of a certain Non-Negotiable Promissory Note in the original principal amount of approximately $2,524,000 (the Amended and Restated Telecare Note). Pursuant to the Telcare Letter Agreement, Telecare has agreed to convert all monies due it from the Company pursuant to the Telecare Note into restricted shares of common stock (the Telecare Conversion Shares), all contingent upon the completion of this offering. As of March 31, 2017, Telecare is owed the principal amount of $1,773,937 (Telecare Principal Amount), along with accrued interest of $3,675 through March 31, 2017 (the Telecare Interest Amount and, together with the Principal Amount, the Telecare Note Obligation). As incentive to enter into the Telecare Letter Agreement, the Company agreed to add approximately $502,388 to the Telecare Note Obligation effectively making the total obligation due to Telecare an aggregate of $2,280,000 (the Total Telecare Obligation). Pursuant to the Telecare Letter Agreement, the Total Telecare Obligation will automatically convert upon consummation of the Offering into the Telecare Conversion Shares at the combined price per share and warrant paid by investors in the Offering (the Conversion Price). If the Offering is not completed by April 30, 2017, the letter agreement and lock-up agreement will terminate. (7) As of the date of this report, notes payable due to unrelated parties with total principal amounts of $11,501,114, owing as of March 31, 2017, are past due, in default, and unpaid. In addition, notes payable due to related parties with total principal amounts of $3,875,335, as of March 31, 2017, are past due, in default and unpaid. These defaults include obligations owed to Partners for Growth, which are in excess of $2,875,000 and which are secured by substantially all assets of the Company. |