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Convertible Debentures (as restated)
12 Months Ended
Dec. 31, 2018
Convertible Debentures [Abstract]  
Convertible Debentures
Note 10
Convertible Debentures (as restated):
 
The Company issued $32,500 aggregate principal amount of Debentures (the “June 2015 Debentures”) that, subject to certain ownership limitations and stockholder approval conditions, was convertible into 8,666,668 shares of Company common stock at an initial conversion price of $3.75 per share. The June 2015 Debentures were bearing interest at the rate of 2.25% per year, and, unless previously converted, were to mature on the five-year anniversary of the date of issuance, June 22, 2020.
 
The June 2015 Debentures included an embedded conversion feature. Based on the Company’s allocation of proceeds from the financing event and the bifurcation of the embedded derivative, the Company recorded a debt discount of $31,989 at issuance. The value of the derivative was determined using a combination of the binomial pricing and Black-Scholes Models as deemed necessary based on management’s assessment of the likelihood of a reset event. The liability was based on the fair value of the Company’s stock as well as assumptions for volatility, remaining expected life, risk free rate, probability of a reset event, probability of shareholder approval and expected annual dividend yield and had continued to be adjusted to its respective fair value at each subsequent balance sheet date. At issuance the quantitative information with respect to the valuation methodology and significant inputs were as follows: stock price $1.38, volatility 54%, based on comparable companies’ historical stock prices matching the expected term of 5 years, risk free rate of 1.68%, no expected annual dividend, the probability of shareholder approval of 80% and the probability of a reset event of 20%. For subsequent valuations, the quantitative information with respect to valuation methodology and significant inputs were as follows: stock price on the measurement date, volatility range from 46.9% to 50.6%, risk free rate range from 1.53% to 1.63%, the probability of a reset event (0% as of December 31, 2016) and the probability of the debenture remaining outstanding through the maturity date (75% as of December 31, 2016). This discount was being amortized over the five-year term of the June 2015 Debentures using the effective interest method. The embedded conversion feature contained an anti-dilution provision that allowed for downward exercise price adjustments in certain situations that met the criteria to be bifurcated as a derivative liability.

On July 21, 2014, the Company entered into a definitive Securities Purchase Agreement (the “Purchase Agreement”) with institutional investors (the “Investors”) providing for the issuance of Senior Secured Convertible Debentures in the aggregate principal amount of $15,000, due, subject to the terms therein, in July 2019 (the “July 2014 Debentures”), and warrants (the “July 2014 Series A Warrants”) to purchase up to an aggregate of 1,239,769 shares of common stock, $0.001 par value per share, at an exercise price of $12.25 per share expiring in July 2019. The July 2014 Debentures were bearing interest at an annual rate of 4%, payable quarterly or upon conversion into shares of common stock. The Debentures were convertible at any time into an aggregate of 1,169,595 shares of common stock at an initial conversion price of $12.825 per share. The Company’s obligations under the July 2014 Debentures was secured by a first priority lien on all the Company’s intellectual property pursuant to the terms of a security agreement (“Security Agreement”) dated July 21, 2014, among the Company and the Investors. In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors pursuant to which the Company was obligated to file a registration statement to register for resale the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock, see Note 13, Warrants, and upon exercise of the Warrants. Under the terms of the Registration Rights Agreement, the Company filed a registration statement on August 19, 2014, which was declared effective by the Commission on October 20, 2014. (File No. 333-198249).
 
For financial reporting purposes, out of the $15,000 funded by the Investors on July 21, 2014, $5,296 was allocated first to the Warrants issued, then $4,565 to the intrinsic value of the beneficial conversion feature on the July 2014 Debentures. The balance was further reduced by the fair value of warrants issued to the placement agent for services rendered of $491, resulting in an initial carrying value of the Debentures of $4,648. The initial debt discount on the July 2014 Debentures totaled $10,352 and was being amortized using the effective interest method over the five-year term of the July 2014 Debentures.
 
During the year ended December 31, 2017, the investors converted debentures amounting to $262 into 70,000 shares of common stock for the June 2015 Debentures.
 
In 2017 as a condition of the new note facility, see Note 11, Long-term Debt, each of the June 2015 Debentures and the July 2014 Debentures collectively the “Debentures” were amended. The Debentures holders’ first priority lien was subordinated to the new term note facility. Additionally, as a condition of the term note facility, the maturity date of both Debentures was extended to June 30, 2021, and treated as a modification. On June 6, 2017, the Company entered into an Exchange agreement with the holders of its June 2015 Debentures and July 2014 Debentures, pursuant to which the holders agreed to exchange all such outstanding debentures for shares of newly created Series C Convertible Preferred Stock. The stockholders approved the exchange at the stockholders’ meeting held on September 14, 2017. The closing of the exchange was effective on September 20, 2017, and $40,465 principal was exchanged for 40,482 shares of Series C Preferred Stock. In accordance with ASC Topic 470, Debt, the aforementioned exchange was treated as an extinguishment of debt. Upon closing the Company recorded a loss on extinguishment of the debentures in the amount of $20,160 which was calculated based on the difference between the fair value of the Series C Preferred Stock and the net carrying amount of the debentures and the embedded conversion feature derivative.
 
Other than the limitations on conversions to keep each such holder’s beneficial ownership below 9.99%, the terms of the Series C Convertible Preferred Stock generally bestow the same rights to each holder as such holder would receive if they were common stock shareholders and are not redeemable by the holders, except the Series C Convertible Preferred Stock shares do not have voting rights. The Series C Convertible Preferred Stock has the same level of subordination as common stock. Each share of Series C Convertible Preferred Stock has a stated value of $1,000 and is convertible into 372 shares of common stock (at a conversion price equal to $2.69) for a total of approximately 15,049,000 shares of common stock.
 
The total outstanding debentures were exchanged for convertible Series C Convertible Preferred stock on September 20, 2017, thus there was no remaining outstanding balance as of December 31, 2017.
 
Total interest expense related to these convertible debentures was $0 and $1,701 for the years ended December 31, 2018 and 2017, respectively. In addition, for the June 2015 Debentures the Company recorded a gain in the fair value of the embedded conversion feature derivative of $0 and $3,158 for years ended December 31, 2018 and 2017, respectively, and a loss on the extinguishment of the debentures of $20,160 in 2017.