벎떨APP눈첵 Group, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Convertible Notes, Senior Secured Term Loans and Revolving Credit Facility

Convertible Notes, Senior Secured Term Loans and Revolving Credit Facility	12 Months Ended
Apr. 30, 2019
Debt Disclosure [Abstract]	桂
Convertible Notes, Senior Secured Term Loans and Revolving Credit Facility	Note 10. Convertible Notes, Senior Secured Term Loans and Revolving Credit Facility On February 29, 2012, a loan payable of $50,000 was converted into a two-year convertible promissory note, interest of 0.19% per annum. Beginning March 31, 2012, the note was convertible into common shares of the Company at the rate of $12.00 per share. The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the common shares on the note issue date. This loan (now a convertible promissory note) was originally due in February 2014. The amount due under this note has been reserved for payment upon the note being tendered to the Company by the note holder. However, this $50,000 note is derived from $200,000 of loans made to 벎떨APP눈첵 University prior to 2011, which was prior to the merger of 벎떨APP눈첵 University and EGC, the acquisition vehicle led by Michael Mathews, the Company혪s current Chairman and Chief Executive Officer. The bankruptcy judge in the HEMG bankruptcy proceedings has recently ruled that the Company may pursue remedies for these undisclosed loans. On December 1, 2017, the Company completed the acquisition of USU and, as part of the consideration, a $2,000,000 convertible note (the 혫Note혬) was issued, bearing 8% annual interest that matured over a two-year period after the closing. (See Note 8) At the option of the Note holder, on each of the first and second anniversaries of the closing date, $1,000,000 of principal and accrued interest under the Note would have been convertible into shares of the Company혪s common stock based on the volume weighted average price per share for the ten preceding trading days (subject to a floor of $2.00 per share) or become payable in cash. There was no beneficial conversion feature on the note date and the conversion terms of the note exempt it from derivative accounting. Subsequently the note was assigned to a third party. On December 1, 2018 the Company paid scheduled principal and interest on the note of $1,160,000. 桂On February 25, 2019, the Company paid the remaining principal of $1,000,000, accrued interest $19,068, and a settlement expense $60,932. Upon the receipt of the payment, the Note was terminated. This prepayment eliminated the note holder혪s option to convert principal and interest into the Company혪s common stock on the scheduled maturity date and also was pre-condition for borrowing the $10,000,000 under the Senior Secured Loans dated March 6, 2019. (See Note 9). Revolving Credit Facility On November 5, 2018, the Company entered into a loan agreement (the 혫Credit Facility Agreement혬) with the Leon and Toby Cooperman Family Foundation (the 혫Lender혬). The Credit Facility Agreement provides for a $5,000,000 revolving credit facility (the 혫Facility혬) evidenced by a revolving promissory note (the 혫Revolving Note혬). Borrowings under the Credit Facility Agreement will bear interest at 12% per annum. The Facility matures on November 4, 2021. Pursuant to the terms of the Credit Facility Agreement, the Company agreed to pay to the Foundation a $100,000 one-time upfront Facility fee. The Company also agreed to pay to the Foundation a commitment fee, payable quarterly at the rate of 2% per annum on the undrawn portion of the Facility. The Company has not borrowed any sum under the Facility. The Credit Facility Agreement contains customary representations and warranties, events of default and covenants. Pursuant to the Loan Agreement and the Revolving Note, all future or contemporaneous indebtedness incurred by the Company, other than indebtedness expressly permitted by the Credit Facility Agreement and the Revolving Note, will be subordinated to the Facility. Pursuant to the Credit Facility Agreement, on November 5, 2018 the Company issued to the Foundation warrants to purchase 92,049 shares of the Company혪s common stock exercisable for five years from the date of issuance at the exercise price of $5.85 per share which were deemed to have a relative fair value of $255,071. The relative fair value of the warrants along with the Facility fee were treated as debt issue costs, as the facility has not been drawn on, assets to be amortized over the term of the loan. On March 6, 2019, in connection with entering into the Senior Secured Loans, the Company amended and restated the Credit Facility Agreement (the 혫Amended and Restated Facility Agreement혬) and the related revolving promissory note. The Amended and Restated Facility Agreement provides among other things that the Company혪s obligations thereunder are secured by a first priority lien in the Collateral, on a pari passu basis with the Lenders. Senior Secured Term Loans On July 25, 2017, the Company signed a $10 million senior secured term loan with Runway Growth Capital Fund (formerly known as GSV Growth Capital Fund). The Company drew $5 million under the facility at closing, then subsequently drew $2.5 million in December 2017, following the closing of the Company혪s acquisition of substantially all the assets of Educacion Significativa, LLC (ESL), including receipt of all required regulatory approvals, among other conditions to funding. Terms of the 4-year senior loan included a 10% over 3-month LIBOR per annum interest rate. The Company would have been required to begin making principal repayments upon the 24-month anniversary of the initial closing (July 24, 2019), and each month thereafter would have been required to repay 1/24th of the total loan amount outstanding. 桂Should the Company achieve both annualized revenue growth of at least 30% and operating margin of at least 7.5% for any 12-month trailing period, then at the quarter-end of that 12-month trailing period, the Company could have elected to extend the interest only period for the quarter immediately following the 12-month trailing period throughout the duration of the loan. Additionally, the Company paid a 0.25% origination fee on the initial $5 million draw and paid another 0.25% origination fee upon the second $2.5 million draw, and issued 224,174 5-year warrants at an exercise price of $6.87. The relative fair value of the warrants was $478,428 and was recorded as debt discount along with other direct costs of the term loan and was being amortized to interest expense over the term of the loan. On April 23, 2018, the Company repaid the entire $7.5 million outstanding senior secured term loan plus early termination and closing fees of approximately $600,000. The Company paid this using the funding received in the equity raise on April 18, 2018. On March 6, 2019, the Company entered into loan agreements (each a 혫Loan Agreement혬 and together, the 혫Loan Agreements혬) with the Leon and Toby Cooperman Family Foundation, of which Mr. Leon Cooperman, a stockholder of the Company, is the trustee, and another stockholder of the Company (each a 혫Lender혬 and together, the 혫Lenders혬). Each Loan Agreement provides for a $5 million term loan (each a 혫Loan혬 and together, the 혫Loans혬), evidenced by a term promissory note and security agreement (each a 혫Note혬 and together, the 혫Term Notes혬), for combined total proceeds of $10 million. The Company borrowed $5 Million from each Lender that day. The Term Notes bear interest at 12% per annum and mature on September 6, 2020, subject to one 12-month extension upon the Company혪s option, and upon payment of a 1% one-time extension fee. Pursuant to the Loan Agreements and the Term Notes, all future or contemporaneous indebtedness incurred by the Company, including any sums borrowed under the $5 Million Credit Facility Agreement, other than indebtedness expressly permitted by the Loan Agreements and the Term Notes, will be subordinated to the Loans. The Company혪s obligations under the Loan Agreements are secured by a first priority lien in certain deposit accounts of the Company, all current and future accounts receivable of 벎떨APP눈첵 University and USU, subsidiaries of the Company (the 혫Subsidiaries혬), certain of the deposit accounts of the Subsidiaries and all of the outstanding capital stock of the Subsidiaries (the 혫Collateral혬). Pursuant to the Loan Agreements, on March 6, 2019 the Company issued to each Lender warrants to purchase 100,000 shares of the Company혪s common stock exercisable for five years from the date of issuance at the exercise price of $6.00 per share. The two warrants were deemed to have a combined relative fair value of $360,516. The relative fair value along with closing costs of $33,693 were treated as debt discounts to be amortized over the term of the loan. On March 6, 2019, in connection with entering into the Loan Agreements, the Company also entered into an intercreditor agreement (the 혫Intercreditor Agreement혬) among the Company, the Lenders and the lender under the Credit Facility Agreement. The Intercreditor Agreement provides among other things that the Company혪s obligations under, and the security interests in the Collateral granted pursuant to, the Loan Agreements and the Amended and Restated Facility Agreement shall rank pari passu to one another.

Convertible Notes, Senior Secured Term Loans and Revolving Credit Facility

12 Months Ended

Apr. 30, 2019

Debt Disclosure [Abstract]

桂

Convertible Notes, Senior Secured Term Loans and Revolving Credit Facility

Note 10. Convertible Notes, Senior Secured Term Loans and Revolving Credit Facility

On February 29, 2012, a loan payable of $50,000 was converted into a two-year convertible promissory note, interest of 0.19% per annum. Beginning March 31, 2012, the note was convertible into common shares of the Company at the rate of $12.00 per share. The Company evaluated the convertible note and determined that, for the embedded conversion option, there was no beneficial conversion value to record as the conversion price is considered to be the fair market value of the common shares on the note issue date. This loan (now a convertible promissory note) was originally due in February 2014. The amount due under this note has been reserved for payment upon the note being tendered to the Company by the note holder. However, this $50,000 note is derived from $200,000 of loans made to 벎떨APP눈첵 University prior to 2011, which was prior to the merger of 벎떨APP눈첵 University and EGC, the acquisition vehicle led by Michael Mathews, the Company혪s current Chairman and Chief Executive Officer. The bankruptcy judge in the HEMG bankruptcy proceedings has recently ruled that the Company may pursue remedies for these undisclosed loans.

On December 1, 2017, the Company completed the acquisition of USU and, as part of the consideration, a $2,000,000 convertible note (the 혫Note혬) was issued, bearing 8% annual interest that matured over a two-year period after the closing. (See Note 8) At the option of the Note holder, on each of the first and second anniversaries of the closing date, $1,000,000 of principal and accrued interest under the Note would have been convertible into shares of the Company혪s common stock based on the volume weighted average price per share for the ten preceding trading days (subject to a floor of $2.00 per share) or become payable in cash. There was no beneficial conversion feature on the note date and the conversion terms of the note exempt it from derivative accounting. Subsequently the note was assigned to a third party.

On December 1, 2018 the Company paid scheduled principal and interest on the note of $1,160,000. 桂On February 25, 2019, the Company paid the remaining principal of $1,000,000, accrued interest $19,068, and a settlement expense $60,932. Upon the receipt of the payment, the Note was terminated. This prepayment eliminated the note holder혪s option to convert principal and interest into the Company혪s common stock on the scheduled maturity date and also was pre-condition for borrowing the $10,000,000 under the Senior Secured Loans dated March 6, 2019. (See Note 9).

Revolving Credit Facility

On November 5, 2018, the Company entered into a loan agreement (the 혫Credit Facility Agreement혬) with the Leon and Toby Cooperman Family Foundation (the 혫Lender혬). The Credit Facility Agreement provides for a $5,000,000 revolving credit facility (the 혫Facility혬) evidenced by a revolving promissory note (the 혫Revolving Note혬). Borrowings under the Credit Facility Agreement will bear interest at 12% per annum. The Facility matures on November 4, 2021.

Pursuant to the terms of the Credit Facility Agreement, the Company agreed to pay to the Foundation a $100,000 one-time upfront Facility fee. The Company also agreed to pay to the Foundation a commitment fee, payable quarterly at the rate of 2% per annum on the undrawn portion of the Facility. The Company has not borrowed any sum under the Facility.

The Credit Facility Agreement contains customary representations and warranties, events of default and covenants. Pursuant to the Loan Agreement and the Revolving Note, all future or contemporaneous indebtedness incurred by the Company, other than indebtedness expressly permitted by the Credit Facility Agreement and the Revolving Note, will be subordinated to the Facility.

Pursuant to the Credit Facility Agreement, on November 5, 2018 the Company issued to the Foundation warrants to purchase 92,049 shares of the Company혪s common stock exercisable for five years from the date of issuance at the exercise price of $5.85 per share which were deemed to have a relative fair value of $255,071. The relative fair value of the warrants along with the Facility fee were treated as debt issue costs, as the facility has not been drawn on, assets to be amortized over the term of the loan.

On March 6, 2019, in connection with entering into the Senior Secured Loans, the Company amended and restated the Credit Facility Agreement (the 혫Amended and Restated Facility Agreement혬) and the related revolving promissory note. The Amended and Restated Facility Agreement provides among other things that the Company혪s obligations thereunder are secured by a first priority lien in the Collateral, on a pari passu basis with the Lenders.

Senior Secured Term Loans

On July 25, 2017, the Company signed a $10 million senior secured term loan with Runway Growth Capital Fund (formerly known as GSV Growth Capital Fund). The Company drew $5 million under the facility at closing, then subsequently drew $2.5 million in December 2017, following the closing of the Company혪s acquisition of substantially all the assets of Educacion Significativa, LLC (ESL), including receipt of all required regulatory approvals, among other conditions to funding. Terms of the 4-year senior loan included a 10% over 3-month LIBOR per annum interest rate.

The Company would have been required to begin making principal repayments upon the 24-month anniversary of the initial closing (July 24, 2019), and each month thereafter would have been required to repay 1/24th of the total loan amount outstanding. 桂Should the Company achieve both annualized revenue growth of at least 30% and operating margin of at least 7.5% for any 12-month trailing period, then at the quarter-end of that 12-month trailing period, the Company could have elected to extend the interest only period for the quarter immediately following the 12-month trailing period throughout the duration of the loan.

Additionally, the Company paid a 0.25% origination fee on the initial $5 million draw and paid another 0.25% origination fee upon the second $2.5 million draw, and issued 224,174 5-year warrants at an exercise price of $6.87. The relative fair value of the warrants was $478,428 and was recorded as debt discount along with other direct costs of the term loan and was being amortized to interest expense over the term of the loan.

On April 23, 2018, the Company repaid the entire $7.5 million outstanding senior secured term loan plus early termination and closing fees of approximately $600,000. The Company paid this using the funding received in the equity raise on April 18, 2018.

On March 6, 2019, the Company entered into loan agreements (each a 혫Loan Agreement혬 and together, the 혫Loan Agreements혬) with the Leon and Toby Cooperman Family Foundation, of which Mr. Leon Cooperman, a stockholder of the Company, is the trustee, and another stockholder of the Company (each a 혫Lender혬 and together, the 혫Lenders혬). Each Loan Agreement provides for a $5 million term loan (each a 혫Loan혬 and together, the 혫Loans혬), evidenced by a term promissory note and security agreement (each a 혫Note혬 and together, the 혫Term Notes혬), for combined total proceeds of $10 million. The Company borrowed $5 Million from each Lender that day. The Term Notes bear interest at 12% per annum and mature on September 6, 2020, subject to one 12-month extension upon the Company혪s option, and upon payment of a 1% one-time extension fee.

Pursuant to the Loan Agreements and the Term Notes, all future or contemporaneous indebtedness incurred by the Company, including any sums borrowed under the $5 Million Credit Facility Agreement, other than indebtedness expressly permitted by the Loan Agreements and the Term Notes, will be subordinated to the Loans.

The Company혪s obligations under the Loan Agreements are secured by a first priority lien in certain deposit accounts of the Company, all current and future accounts receivable of 벎떨APP눈첵 University and USU, subsidiaries of the Company (the 혫Subsidiaries혬), certain of the deposit accounts of the Subsidiaries and all of the outstanding capital stock of the Subsidiaries (the 혫Collateral혬).

Pursuant to the Loan Agreements, on March 6, 2019 the Company issued to each Lender warrants to purchase 100,000 shares of the Company혪s common stock exercisable for five years from the date of issuance at the exercise price of $6.00 per share. The two warrants were deemed to have a combined relative fair value of $360,516. The relative fair value along with closing costs of $33,693 were treated as debt discounts to be amortized over the term of the loan.

On March 6, 2019, in connection with entering into the Loan Agreements, the Company also entered into an intercreditor agreement (the 혫Intercreditor Agreement혬) among the Company, the Lenders and the lender under the Credit Facility Agreement. The Intercreditor Agreement provides among other things that the Company혪s obligations under, and the security interests in the Collateral granted pursuant to, the Loan Agreements and the Amended and Restated Facility Agreement shall rank pari passu to one another.