Quarterly report pursuant to Section 13 or 15(d)

Note 15 - Convertible Notes Payable

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Note 15 - Convertible Notes Payable
9 Months Ended
Mar. 31, 2013
Debt Disclosure [Text Block]
NOTE 15 – CONVERTIBLE NOTES PAYABLE

The net outstanding balance of convertible notes as of March 31, 2013 and June 30, 2012 is as follows:

Issue Date
Balance net of BCF @
3/31/13
Current
Portion
Long Term
Maturity
Date
         
Sep-12
379,512
379,512
-
Sep-13
         
Total
379,512
379,512
-
 

Issue Date
Balance net of BCF @
6/30/12
Current
Portion
Long Term
Maturity
Date
         
Sep-11
3,745,457
2,809,093
936,364.25
Sep-13
         
Total
3,745,457
2,809,093
936,364.25
 

For the periods ended March 31, 2013 and 2012, the interest accrued on convertible notes was $318,389 and $281,262, respectively.

(A) 2011 CONVERTIBLE DEBT

On September 13, 2011, NetSol Technologies, Inc. entered into a purchase agreement to sell convertible notes with a total principal value of $4,000,000 and warrants to purchase shares of common stock to an investment fund managed by CIM Investment Management Limited and another accredited investor. The notes have a 2 year maturity date and are convertible into shares of common stock at the initial conversion price of $8.95 per share. The warrants entitle the investors to acquire a total of 140,845 shares of common stock, have a 5 year term, and have an initial exercise price of $8.95 per share. The Notes and Warrant terms contain standard anti-dilution protection.  The Company raised new capital through a follow on offering under its registered shelf offering on form S-3 in March 2012 and as a result, the conversion price of note and exercise price of warrants has been adjusted downward from $8.95 to $7.73. Resultantly, the number of warrants has also been increased to 163,021.  The proceeds of the Note were assigned between warrants and convertible note per ASC 470-20. The Company recorded $401,648 capitalized financing cost and discount of $19,665 on shares to be issued upon conversion of note into equity.

On September 13, 2012, the parties replaced the note with a new note for the same principal amount, an elimination of a shareholders’ receivable condition, a decrease in the interest rate and a decrease in the conversion price from $7.73 to $4.93.

From July 1, 2012 to the date of exchange, the company accrued interest amounting to $144,000 at default rate due to non-compliance of one of the note provisions.

The Company has expensed out the balance amount of the financing cost and the discount of $254,543 on the old note at the date of replacement and recorded a further discount of $381,339 which will be amortized over remaining life of note. However due to partial conversion of notes worth $3,600,000 till March 31, 2013, out of this discount, a total amount of $360,851 has been expensed out in these consolidated financial statements. Due to the reduction in conversion price, the number of warrants has also been adjusted to the 168,943.