Quarterly report pursuant to Section 13 or 15(d)

Convertible Note Receivable - Related Party

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Convertible Note Receivable - Related Party
 6 Months Ended
Dec. 31, 2018
Receivables [Abstract]  
Convertible Note Receivable - Related Party

NOTE 8 – CONVERTIBLE NOTE RECEIVABLE – RELATED PARTY

 

Convertible Note Receivable - May 25, 2017

 

The Company entered into an agreement with WRLD3D, whereby the Company was issued a Convertible Promissory Note (the “Convertible Note”) which was fully executed on May 25, 2017. The maximum principal amount of the Convertible Note is $750,000, and as of June 30, 2018, the Company had disbursed $750,000. The Convertible Note bears interest at 5% per annum and all unpaid interest and principal is due and payable upon the Company’s request on or after February 1, 2018. The Company has a security interest in all of WRLD3D’s personal property, inventory, equipment, general intangibles, financial assets, investment property, securities, deposit accounts, and the proceeds thereof.

 

The Convertible Note is convertible upon the occurrence of the following events:

 

  1. Upon a qualified financing which is an equity financing of at least $2,000,000.
  2. Optionally, upon an equity financing less than $2,000,000.
  3. Optionally after the maturity date.
  4. Upon a change of control.

 

The Convertible Note is convertible into Series BB Preferred shares at the lesser of (i) the price paid per share for the equity security by the investors in the qualified financing and (ii) $0.6788 per share (adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to WRLD3D’s Series BB Preferred Stock after the date of the Convertible Note).

 

The Company has accrued interest of $54,003 and $35,099 at December 31, 2018 and June 30, 2018, respectively, which is included in “Other current assets”.

 

Convertible Note Receivable – February 9, 2018

 

The Company’s subsidiary NetSol Thai entered into an agreement with WRLD3D, whereby NetSol Thai was issued a Convertible Promissory Note (the “Thai Convertible Note”) which was fully executed on February 9, 2018. The maximum principal amount of the Thai Convertible Note is $2,500,000, and as of December 31, 2018, NetSol Thai had disbursed $2,406,500. The Thai Convertible Note bears interest at 10% per annum and all unpaid interest and principal is due and payable upon request on or after March 31, 2019. The Company has a security interest in all of WRLD3D’s personal property, inventory, equipment, general intangibles, financial assets, investment property, securities, deposit accounts, and the proceeds thereof.

 

The Thai Convertible Note is convertible upon the occurrence of the following events:

 

  1. Conversion upon a qualified financing which is an equity financing of at least $1,000,000.
  2. Optional conversion upon an equity financing less than $1,000,000.
  3. Optional conversion after the maturity date.
  4. Change of control.

 

If the Company converts the Thai Convertible Note upon the occurrence of a financing, then the conversion price will be equal to the product of: (A) the price paid per share for the equity securities by the investors multiplied by (B) 70%.

 

If the Company converts the Thai Convertible Note either as an optional conversion after the maturity date or due to a change of control, then the conversion price is equal to $0.6788 per share (adjusted for any stock dividends, combinations, splits, recapitalizations or the like with respect to WRLD3D’s Series BB Preferred Stock after the date of the Thai Convertible Note).

 

The Company has accrued interest of $126,853 and $23,593 at December 31, 2018 and June 30, 2018, respectively, which is included in “Other current assets.