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Debt Obligations
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Debt Obligations

Note 8. Debt Obligations

Current portion of long-term debt, net, consisted of the following as of the dates indicated:

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

Convertible note, net of debt issuance costs

 

$

 

 

$

2,987,667

 

SVB Term Loan payable, net of discount and debt issuance costs

 

 

1,000,000

 

 

 

 

PPP Loan

 

 

855,990

 

 

 

 

Insurance Note Payable

 

 

410,894

 

 

 

 

 

 

$

2,266,884

 

 

$

2,987,667

 

 

Long-term debt, net of current portion and discount and debt issuance costs, consisted of the following as of the dates indicated:

 

 

September 30,

 

 

December 31,

 

 

 

2020

 

 

2019

 

MidCap Term Loan payable, net of discount and debt issuance costs

 

$

 

 

$

6,871,545

 

SVB Term Loan payable, net of discount and debt issuance costs

 

 

8,585,975

 

 

 

 

PPP Loan

 

 

861,010

 

 

 

 

 

 

$

9,446,985

 

 

$

6,871,545

 

 

MidCap Credit Facility

On March 26, 2018 (the “MidCap Closing Date”), the Company entered into a Credit and Security Agreement (Term Loan) (the “MidCap Term Loan”) and a Credit and Security Agreement (Revolving Loan) (the “MidCap Revolving Loan” and together with the MidCap Term Loan, the “MidCap Credit Facility”) with MidCap Financial Trust, as agent. MidCap Financial Trust subsequently assigned its rights and obligations as agent to MidCap Funding IV Trust.

On February 26, 2020 (the “Amendment Effective Date”), the Company entered into (i) an amendment to the MidCap Term Loan (the “MidCap Term Loan Amendment”), and (ii) an amendment to the MidCap Revolving Loan (the “MidCap Revolving Loan Amendment,” and together with the MidCap Term Loan Amendment, the “Amendments”).

The MidCap Term Loan Amendment extended the interest only payments on the term loan advance by an additional 11 months, with principal on the term loan advance payable in 25 equal monthly installments beginning March 1, 2021 until paid in full on March 1, 2023. The MidCap Term Loan Amendment also provided that if the Company achieved a stated revenue milestone for the 12-month period ending on December 31, 2020, the interest-only period would be further extended by an additional four months, with principal on the term loan advance then payable in 21 equal monthly installments beginning July 1, 2021. 

QNAH Convertible Note Agreement

In October 2017, the Company issued a subordinated convertible promissory note to QNAH in the principal amount of $3.0 million against receipt of cash proceeds equal to such principal amount. On June 25, 2020 in connection with the closing of the SVB Term Loan, the Company repaid in full the QNAH Convertible Note, in the aggregate amount of approximately $3.2 million.

Extinguishment of MidCap Credit Facility and QNAH Convertible Note upon SVB Term Loan Closing

On June 25, 2020, the Company repaid all principal and interest amounts outstanding under the MidCap Credit Facility in an aggregate amount equal to approximately $7.5 million, including collateral agent legal fees and prepayment fees. The repayment was funded with net proceeds from the SVB Term Loan (see description of the SVB Term Loan below). As a result of the repayment, the Company recorded a loss on extinguishment of the MidCap Credit Facility and the QNAH Convertible Note of approximately $0.5 million, including remaining unamortized discounts of $0.3 million and prepayment and other MidCap Credit Facility and QNAH Convertible Note lender fees and issuance costs in other expense in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2020. All obligations under the MidCap Credit Facility and the QNAH Convertible Note were terminated upon extinguishment of the MidCap Credit Facility.

 

SVB Term Loan

On June 24, 2020 (the “Closing Date”), the Company entered into a Loan and Security Agreement (the “Loan Agreement”), by and among the Company and Silicon Valley Bank (“SVB”), as lender, which provides a secured term loan in the principal amount of $10.0 million.  

 

The proceeds from the SVB Term Loan were fully funded on the June 25, 2020. The proceeds from the SVB Term Loan, together with cash on hand, were used to repay in full all outstanding amounts and fees due under the MidCap Credit Facility and the QNAH Convertible Note.

 

The SVB Term Loan bears interest at a floating rate equal to the greater of 2.50% above the Prime Rate (as defined in the Loan Agreement) and 5.75%. Interest on the SVB Term Loan is due and payable monthly in arrears. The SVB Term Loan has interest-only payments through June 30, 2021. The interest only period may be extended for six months upon the achievement of an equity milestone as fully defined in the Loan Agreement. The ultimate interest-only period will be followed by equal monthly payments of principal and interest through the maturity date of December 1, 2023.

 

Prepayments of the SVB Term Loan, in whole or in part, will be subject to early termination fees in an amount equal to 3.0% of principal prepaid if prepayment occurs on or prior to the first anniversary of the Closing Date, 2.0% of principal prepaid if prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, and 1.0% of principal prepaid if prepayment occurs after the second anniversary of the Closing Date and prior to the maturity date.

 

Upon termination of the Loan Agreement, the Company is required to pay a final fee equal to 8.00% of the principal amount of the SVB Term Loan.

 

The Company’s obligations under the Loan Agreement are secured by a security interest in substantially all of its assets, excluding intellectual property (which is subject to a negative pledge). Additionally, the Company’s future subsidiaries, if any, may be required to become co-borrowers or guarantors under the Loan Agreement.

 

The Loan Agreement contains customary affirmative covenants and customary negative covenants limiting the Company’s ability and the ability of the Company’s subsidiaries, if any, to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. The Company must also comply with a financial covenant requiring the Company to maintain unrestricted cash at an account with SVB of not less than the greater of (i) $12.5 million and (ii) an amount equal to six times the amount of the Company’s average monthly Cash Burn (as defined in the Loan Agreement) over the trailing three months.

 

The Loan Agreement also contains customary events of default relating to, among other things, payment defaults, breaches of covenants, a material adverse change, delisting of the Company’s common stock, bankruptcy and insolvency, cross defaults with certain material indebtedness and certain material contracts, judgments, and inaccuracies of representations and warranties. Upon an event of default, SVB may declare all or a portion of the Company’s outstanding obligations to be immediately due and payable and exercise other rights and remedies provided for under the agreement. During the existence of an event of default, interest on the obligations could be increased by 5.0%.

 

In connection with the Loan Agreement, the Company granted to SVB a warrant to purchase up to 643,413 shares of the Company’s common stock at a purchase price of $0.7771 per share. The warrant will expire on June 24, 2030 and may be exercised for cash or at the election of the holder on a cashless, net exercise basis. The fair value of the warrant on the date of issuance was approximately $0.4 million, determined using the Black-Scholes option-pricing model, and was recorded as a discount to the SVB Term Loan.

 

The Company recognized approximately $1.2 million of debt discount associated with the SVB Term Loan, resulting from fees and debt issuance costs, inclusive of the fair value of warrants issued, in long-term debt, net in the accompanying condensed consolidated balance sheets as of September 30, 2020. Amortization of the debt discount associated with the SVB Term Loan was $0.1 million for both the three and nine months ended September 30, 2020 and was included in interest expense in the accompanying condensed consolidated statements of operations.

The remaining principal repayments due under the SVB Term Loan as of September 30, 2020 are as follows for each fiscal year:

 

2020

 

$

-

 

2021

 

 

2,000,000

 

2022

 

 

4,000,000

 

2023

 

 

4,000,000

 

Total SVB Term Loan payments

 

 

10,000,000

 

Less discount and deferred financing costs

 

 

(1,214,025

)

Plus final fee premium

 

 

800,000

 

Total SVB Term Loan, net

 

$

9,585,975

 

 

Paycheck Protection Program Loan

On April 21, 2020, the Company received proceeds from a loan in the amount of $1,717,000 from SVB, as lender, pursuant to the Paycheck Protection Program (“PPP”) of the CARES Act. The PPP Loan is evidenced by a promissory note (the “Note”), which contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or terms of the PPP Loan documents.

 

The PPP Loan matures on April 21, 2022 and bears interest at an annual rate of 1%. Beginning on March 21, 2021, the Company is required to make 14 equal monthly payments of principal and interest. The PPP Loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The proceeds from the PPP Loan may only be used for payroll costs (including benefits), rent and utility obligations, and interest on certain of the Company’s other debt obligations.

 

All or a portion of the PPP Loan may be forgiven by the U.S. Small Business Administration (“SBA”) upon application and documentation by the Company of expenditures in accordance with the SBA requirements. Under the CARES Act and PPP Flexibility Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during the 24-week period beginning on the date of loan approval. For purposes of the PPP, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if a Company’s full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25% during the measurement period, unless certain safe harbors are satisfied. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal and interest. The Company applied for full PPP Loan forgiveness in October 2020. However, there can be no assurance given that the Company will obtain forgiveness of the PPP Loan in whole or in part. In order to apply for the PPP Loan, the Company certified that, among other things, the current economic uncertainty made the PPP Loan request necessary to support its ongoing operations. In addition, PPP loans under the CARES Act may be subject to certain rules, regulations and Standard Operating Procedures (“SOPs”) applicable to the SBA’s Section 7(a) Loan Program, which includes PPP loans under the CARES Act. The interpretation and applicability of these rules, regulations and SOPs in unclear, as some of them have not been referenced in the CARES Act itself or in the guidance and interpretations issued by the SBA to date. If it is determined that the Company was not eligible to receive the PPP Loan, or that the Company has not adequately complied with the rules, regulations and SOPs applicable to the SBA’s Section 7(a) Loan Program, the Company could be subject to penalties and could be required to repay the PPP Loan in its entirety. If the Company were required to repay the PPP Loan in its entirety, the Company’s liquidity would be reduced.

 

Insurance Note

On April 27, 2020, the Company entered into a commercial financing agreement to extend the payment period related to its director and officer insurance policy. The Insurance Note required a down payment to be made upon signing the agreement equal to approximately $0.2 million. The unpaid premium balance of approximately $0.7 million was financed at an annual rate of 3.61%. The Insurance Note is being repaid in nine equal monthly payments of principal and interest beginning on June 6, 2020. The Insurance Note contains customary events of default relating to, among other things, payment defaults and breaches of representations, warranties or terms of the Insurance Note documents. The Insurance Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties.