8. Notes Payable
During the three months ended April 30, 2012 and 2011, payments totaling $2,093 and $6,280, respectively, were made on the company’s non-interest bearing notes.
In the event of a default on the 10% Senior Convertible Notes, the Company is required to recognize a Mandatory Default Amount (“MDA”) which is defined in the notes as the sum of (i) the greater of (A) 130% of the outstanding principal amount of the note, plus 100% of accrued and unpaid interest thereon, or (B) the outstanding principal amount of the note, plus all accrued and unpaid interest thereon, divided by the conversion price on the date the MDA is either (a) demanded (if demand or notice is required to create an event of default) or otherwise due or (b) paid in full, whichever has a lower price, multiplied by the volume weighted average price (“VWAP”) on the date the MDA is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, and (ii) all other amounts, costs, expenses and liquidated damages due in respect of the note. The financial statements as of and for the three- and six-months ended April 30, 2012 reflect the accrual of interest expense on our notes payable to February 10, 2012 as well as the accrual of the MDA for our 10% Senior Convertible Notes.
During the three months ended April 30, 2011, two holders of our 10% convertible notes converted approximately $528,000 of accrued interest and principal into 6,855,506 shares of CDEX Class A common stock. Also, the Company entered into a Term Note (“Note”) and a Warrant Amendment with Gemini Master Fund Ltd. (“Gemini”). The Note is for $100,000 with an interest rate of 10.5% and is convertible into CDEX common stock at the rate of $0.05 a share and is due March 1, 2012 (subject to acceleration). The Warrant Amendment modifies the Gemini’s existing warrant by increasing the number of shares under the warrant from 5,000,000 to 8,000,000 shares and reduces the exercise price from $0.08 a share to $0.05 a share. The effect of the Warrant Amendment increased the incremental relative fair value of the warrant by approximately $87,000, which the Company has recognized as a discount to the Note and will amortize over the remaining life of the Note. The Company also entered into an Amendment and Conversion Agreement with Gemini which amends the $1,151,000 February 15, 2010 note issued to Gemini by changing the conversion price to $0.05 a share and specifying certain circumstances under which Gemini will be required to convert a portion of its note. Additionally during the quarter, payments totaling approximately $6,000 were made on the company’s non-interest bearing notes.