XML 28 R17.htm IDEA: XBRL DOCUMENT v3.21.1
Debt Obligations
3 Months Ended
Mar. 31, 2021
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:

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

SVB Term Loan payable

 

$

3,000,000

 

 

$

2,000,000

 

PPP Loan

 

 

1,501,741

 

 

 

857,040

 

Insurance Note Payable

 

 

 

 

 

165,099

 

 

 

$

4,501,741

 

 

$

3,022,139

 

 

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

 

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

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

 

$

6,831,358

 

 

$

7,708,348

 

PPP Loan

 

 

215,259

 

 

 

859,960

 

 

 

$

7,046,617

 

 

$

8,568,308

 

 

 

SVB Term Loan

On June 24, 2020 (the “Closing Date”), the Company entered into the SVB Term Loan, by and among the Company and 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, and, together with cash on hand, were used to repay in full all outstanding amounts and fees due under the Company’s credit facility with MidCap Financial Trust 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.

 

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.

In connection with the Loan Agreement, the Company granted to SVB a warrant to purchase up to 42,894 shares of the Company’s common stock at a purchase price of $11.6565 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, with a corresponding credit to additional paid in capital since the warrant met the requirements to be classified as equity.

 

The Company included $1.0 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 of current portion, discount and debt issuance costs in the accompanying condensed consolidated balance sheets as of March 31, 2021. Amortization of the debt discount associated with the SVB Term Loan was $0.1 million for the three months ended March 31, 2021 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 March 31, 2021 are as follows for each fiscal year:

 

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

 

 

(968,642

)

Plus final fee premium

 

 

800,000

 

Total SVB Term Loan, net

 

$

9,831,358

 

 

Paycheck Protection Program Loan

On April 21, 2020, the Company received proceeds from a loan in the amount of $1.7 million from SVB, as lender, pursuant to the PPP. The PPP Loan is evidenced by a promissory 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 September 21, 2021, the Company is required to make eight 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.

 

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 as defined by the applicable guidelines and the SBA. 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 is 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% and was repaid in nine equal monthly payments of principal and interest through February 2021.