Annual report pursuant to Section 13 and 15(d)

Note 15 - Convertible Note Payable

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Note 15 - Convertible Note Payable
12 Months Ended
Jun. 30, 2013
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
NOTE 15 –  CONVERTIBLE NOTE PAYABLE

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 had a 2 year maturity date and were convertible into shares of common stock at the initial conversion price of $8.95 per share. The warrants entitled the investors to acquire a total of 140,845 shares of common stock, had a 5 year term, and had an initial exercise price of $8.95 per share. The convertible notes and warrant terms contained 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 the convertible note and exercise price of warrants had been adjusted downward from $8.95 to $7.73. Resultantly, the number of warrants had also been increased to 163,021.  The proceeds of the convertible note were assigned between warrants and convertible note per ASC 470-20. The Company recorded $401,648 as capitalized financing cost and discount of $19,665 on shares to be issued upon conversion of the convertible note into equity.

On September 13, 2012, the parties replaced the convertible note with a new convertible 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 the default rate due to non-compliance of one of the convertible note provisions.

The Company amortized  the remaining capitalized financing cost and discount of $254,543 related to the old convertible note at the date of replacement and recorded a further discount of $381,339 which would be amortized over the remaining life of new convertible note. Due to the reduction in conversion price, the number of warrants was adjusted to 168,943.

During the year ended June 30, 2013, the investors converted $4,000,000 of principal into 811,360 shares of common stock at the rate of $4.93. They also converted $391,111 of interest into 72,428 shares of common stock at the rate of $5.40. Upon the conversion of the new convertible note, the Company expensed the $381,339 of capitalized finance cost.

For the years-ended June 30, 2013 and 2012, total interest expensed on convertible notes was $251,278 and $461,262, respectively.