Debt	9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]
Debt	Note 5 - Debt On October 22, 2019, the Company entered into a term loan (the “Term Loan”) with Chicago Venture Partners (“CVP”). Under the Term Loan, the Company received gross proceeds of $3.0 million (excluding fees and expenses). Including an original issue discount, the Company will repay CVP $3.3 million. The Term Loan bears interest at a rate of 10% and matures 18 months from the issuance date. Monthly redemptions of up to $300,000 begin six months from the inception date, with the actual amount to be determined by CVP. CVP has granted the Company an option to defer up to three redemption payments. If the Company elects to defer any payments, it will pay CVP a fee that is the greater of $35,000, or 1%, 1.25% and 1.5% of the outstanding balance for each deferral, respectively, which shall be added to the outstanding balance. The Term Loan is secured by all of the Company’s assets, except for its intellectual property. The Company has agreed to not pledge its intellectual property assets to any other party for so long as the Term Loan is outstanding. Subject to the terms and conditions set forth in the Term Loan, the Company may prepay all or any portion of the outstanding balance of the Term Loan, which includes accrued but unpaid interest, as well as collections and enforcement costs, transfer, stamp, issuance and similar taxes and fees incurred under the Term Loan, at any time subject to a prepayment penalty of 15% of the amount of the outstanding balance to be repaid. For so long as the Term Loan remains outstanding, the Company has agreed to prepay CVP 50% of the outstanding balance of the Term Loan from the net proceeds it receives from the sale of its common stock or other equity (excluding sales of common stock under the at market sales agreement, dated as of July 2, 2018 with B. Riley FBR Inc.), which payments will be applied towards and reduce the outstanding balance of the Term Loan. The Term Loan also contains penalty provisions in an event of default. Events of default are categorized between minor events and major events, with penalties of 5% and 15% of the outstanding balance, respectively for each occurrence. Penalties can be incurred for up to three separate events of default, but are capped at 25% of the outstanding balance immediately prior to the first occurrence of an event of default. Events of default include (i) the failure to repay the Term Loan at maturity; (ii) the failure to make monthly redemption payments; (iii) the failure to make timely filings to the SEC; (iv) the failure to obtain CVP’s prior consent to enter into a fundamental transaction; and (v) conditions of insolvency, receivership and bankruptcy filings. After the occurrence of an event of default, interest on the Term Loan will accrue at a rate of 18% per annum, or such lesser rate as permitted under applicable law. As described in the Term Loan, upon the occurrence of certain events of default, the outstanding balance will become automatically due and payable, and upon the occurrence of other events of default, CVP may declare the outstanding balance immediately due and payable at such time or at any time thereafter. The Term Loan includes provisions for technical covenants, but no financial covenants, and CVP has the right to consent to any additional debt financing arrangements, including convertible debt financings. On February 14, 2020, the Company paid 50% of the then outstanding balance of the Term Loan from the proceeds from the Company’s underwritten public offering. In addition, the Company paid a prepayment penalty of approximately $256,000. In connection with the partial extinguishment of the debt, the Company recorded a loss on extinguishment of debt of approximately $159,200 during the three months ended March 31, 2020. On May 12, 2020, the Company amended the Term Loan (the “Amendment”) to provide for the conversion of outstanding amounts into shares of common stock in satisfaction of its repayment obligations at the Company’s option (as amended, the convertible instrument is referred to herein as the “Note”). The Company concluded that the Note should be accounted for as a modification as a result of not meeting the criteria in the two-step approach defined in ASC 470-20 and the determination that conversion option is non-substantive, as it is at the Company’s option. Pursuant to the terms of the Note, CVP has the right to redeem up to $400,000 of the Borrowings per calendar month for the first three redemptions after the inception date, and $300,000 per calendar month thereafter by submitting a notice to the Company (a “Redemption Notice”). Upon receipt of a Redemption Notice, the Company may, at its election, either (i) pay the amount set forth in the Redemption Notice in cash within seven trading days of Company’s receipt of such Redemption Notice, or (ii) convert the amount set forth in the Redemption Notice into shares of common stock within three trading days of Company’s receipt of such Redemption Notice. CVP’s per share conversion price is 91% of the lowest daily volume weighted average price per share of the common stock on the NYSE American for the ten trading days immediately preceding such conversion. The Company may not make redemptions in shares of common stock and must satisfy such redemption in cash within three trading days of receipt of the redemption notice if there is an Equity Conditions Failure (as defined in the Amendment). The Company retains the ability to defer up to three redemptions for up to thirty days as discussed above. In addition, the Company may not issue shares of common stock to CVP if such issuance would cause CVP to beneficially own in excess of 9.99% of the Company’s common stock outstanding on the date of such issuance. The Company is also prohibited from issuing shares of common stock to the extent that such issuance would exceed the amounts described in Section 713 of the NYSE American LLC Company Guide that would require stockholder approval of the Company. While the Company is under no obligation to seek such stockholder approval, if the Company does obtain such approval, this limit will be removed. The Company also agreed to pay to CVP a fee of $105,000 in consideration of the CVP’s agreement to make the Note convertible, which fee has been added onto the outstanding balance of the Note. During the three and nine months ended September 30, 2020, there were monthly redemptions which the Company elected to pay through the issuance of 300,105 and 544,519 shares of common stock, which extinguished $1,000,000 and $1,800,000 of the Note, respectively. As of September 30, 2020, the outstanding balance of the Note, including accrued interest, but excluding the unamortized debt discount was approximately $78,600. The entire amount is classified as a current liability as of September 30, 2020. The original issue discount and restructuring fees are amortized into interest expense, with a corresponding increase in the outstanding balance of the Note over its estimated remaining term. In addition, the Company incurred debt issuance costs, including a commission paid to its placement agent, of approximately $212,000. The original issue discount, the restructuring fee and the debt issuance costs have been recorded as a debt discount and are being amortized into interest expense over the estimated remaining term of the Note using the effective interest method. The provision in the Note that the Company must pay CVP 50% of the outstanding balance of the Note plus a 15% prepayment fee from the net proceeds it receives from an equity offering as discussed above, was determined by the Company to not be clearly and closely related to the host instrument. Therefore, the Company bifurcated the embedded component from the Note and accounted for it separately as a derivative liability with an offsetting increase in the debt discount. To determine the fair value of the entire Note, the debt component was separated from the equity payment derivative liability component. The cash flows of both components were then discounted using fair value assumptions. The Company recorded a derivative liability and corresponding debt discount of approximately $372,800 at the inception date of the Note. The Company is amortizing the debt discount associated with the derivative liability using the effective interest method over the estimated remaining term of the Note. In connection with the prepayment to CVP in February 2020 of 50% of the outstanding balance of the Note, half of the unamortized portion of the debt discounts was written off and charged to loss on extinguishment of debt. Redemptions under the Note are being accounted for as partial extinguishments. During the three and nine months ended September 30, 2020, the Company recorded loss on extinguishment of debt of approximately $189,200 and $696,400, respectively. Interest expense under the Note, including amortization of the debt discount was approximately $41,200 and $491,900 for the three and nine months ended September 30,2020, respectively, of which approximately $12,100 and $218,800 was non-cash interest expense, respectively.

Debt

9 Months Ended

Sep. 30, 2020

Note 5 - Debt

On October 22, 2019, the Company entered into a term loan (the “Term Loan”) with Chicago Venture Partners (“CVP”). Under the Term Loan, the Company received gross proceeds of $3.0 million (excluding fees and expenses). Including an original issue discount, the Company will repay CVP $3.3 million. The Term Loan bears interest at a rate of 10% and matures 18 months from the issuance date. Monthly redemptions of up to $300,000 begin six months from the inception date, with the actual amount to be determined by CVP. CVP has granted the Company an option to defer up to three redemption payments. If the Company elects to defer any payments, it will pay CVP a fee that is the greater of $35,000, or 1%, 1.25% and 1.5% of the outstanding balance for each deferral, respectively, which shall be added to the outstanding balance. The Term Loan is secured by all of the Company’s assets, except for its intellectual property. The Company has agreed to not pledge its intellectual property assets to any other party for so long as the Term Loan is outstanding. Subject to the terms and conditions set forth in the Term Loan, the Company may prepay all or any portion of the outstanding balance of the Term Loan, which includes accrued but unpaid interest, as well as collections and enforcement costs, transfer, stamp, issuance and similar taxes and fees incurred under the Term Loan, at any time subject to a prepayment penalty of 15% of the amount of the outstanding balance to be repaid. For so long as the Term Loan remains outstanding, the Company has agreed to prepay CVP 50% of the outstanding balance of the Term Loan from the net proceeds it receives from the sale of its common stock or other equity (excluding sales of common stock under the at market sales agreement, dated as of July 2, 2018 with B. Riley FBR Inc.), which payments will be applied towards and reduce the outstanding balance of the Term Loan. The Term Loan also contains penalty provisions in an event of default. Events of default are categorized between minor events and major events, with penalties of 5% and 15% of the outstanding balance, respectively for each occurrence. Penalties can be incurred for up to three separate events of default, but are capped at 25% of the outstanding balance immediately prior to the first occurrence of an event of default. Events of default include (i) the failure to repay the Term Loan at maturity; (ii) the failure to make monthly redemption payments; (iii) the failure to make timely filings to the SEC; (iv) the failure to obtain CVP’s prior consent to enter into a fundamental transaction; and (v) conditions of insolvency, receivership and bankruptcy filings. After the occurrence of an event of default, interest on the Term Loan will accrue at a rate of 18% per annum, or such lesser rate as permitted under applicable law. As described in the Term Loan, upon the occurrence of certain events of default, the outstanding balance will become automatically due and payable, and upon the occurrence of other events of default, CVP may declare the outstanding balance immediately due and payable at such time or at any time thereafter. The Term Loan includes provisions for technical covenants, but no financial covenants, and CVP has the right to consent to any additional debt financing arrangements, including convertible debt financings.

On February 14, 2020, the Company paid 50% of the then outstanding balance of the Term Loan from the proceeds from the Company’s underwritten public offering. In addition, the Company paid a prepayment penalty of approximately $256,000. In connection with the partial extinguishment of the debt, the Company recorded a loss on extinguishment of debt of approximately $159,200 during the three months ended March 31, 2020.

On May 12, 2020, the Company amended the Term Loan (the “Amendment”) to provide for the conversion of outstanding amounts into shares of common stock in satisfaction of its repayment obligations at the Company’s option (as amended, the convertible instrument is referred to herein as the “Note”). The Company concluded that the Note should be accounted for as a modification as a result of not meeting the criteria in the two-step approach defined in ASC 470-20 and the determination that conversion option is non-substantive, as it is at the Company’s option. Pursuant to the terms of the Note, CVP has the right to redeem up to $400,000 of the Borrowings per calendar month for the first three redemptions after the inception date, and $300,000 per calendar month thereafter by submitting a notice to the Company (a “Redemption Notice”). Upon receipt of a Redemption Notice, the Company may, at its election, either (i) pay the amount set forth in the Redemption Notice in cash within seven trading days of Company’s receipt of such Redemption Notice, or (ii) convert the amount set forth in the Redemption Notice into shares of common stock within three trading days of Company’s receipt of such Redemption Notice. CVP’s per share conversion price is 91% of the lowest daily volume weighted average price per share of the common stock on the NYSE American for the ten trading days immediately preceding such conversion. The Company may not make redemptions in shares of common stock and must satisfy such redemption in cash within three trading days of receipt of the redemption notice if there is an Equity Conditions Failure (as defined in the Amendment). The Company retains the ability to defer up to three redemptions for up to thirty days as discussed above. In addition, the Company may not issue shares of common stock to CVP if such issuance would cause CVP to beneficially own in excess of 9.99% of the Company’s common stock outstanding on the date of such issuance. The Company is also prohibited from issuing shares of common stock to the extent that such issuance would exceed the amounts described in Section 713 of the NYSE American LLC Company Guide that would require stockholder approval of the Company. While the Company is under no obligation to seek such stockholder approval, if the Company does obtain such approval, this limit will be removed.

The Company also agreed to pay to CVP a fee of $105,000 in consideration of the CVP’s agreement to make the Note convertible, which fee has been added onto the outstanding balance of the Note. During the three and nine months ended September 30, 2020, there were monthly redemptions which the Company elected to pay through the issuance of 300,105 and 544,519 shares of common stock, which extinguished $1,000,000 and $1,800,000 of the Note, respectively.

As of September 30, 2020, the outstanding balance of the Note, including accrued interest, but excluding the unamortized debt discount was approximately $78,600. The entire amount is classified as a current liability as of September 30, 2020.

The original issue discount and restructuring fees are amortized into interest expense, with a corresponding increase in the outstanding balance of the Note over its estimated remaining term. In addition, the Company incurred debt issuance costs, including a commission paid to its placement agent, of approximately $212,000. The original issue discount, the restructuring fee and the debt issuance costs have been recorded as a debt discount and are being amortized into interest expense over the estimated remaining term of the Note using the effective interest method.

The provision in the Note that the Company must pay CVP 50% of the outstanding balance of the Note plus a 15% prepayment fee from the net proceeds it receives from an equity offering as discussed above, was determined by the Company to not be clearly and closely related to the host instrument. Therefore, the Company bifurcated the embedded component from the Note and accounted for it separately as a derivative liability with an offsetting increase in the debt discount. To determine the fair value of the entire Note, the debt component was separated from the equity payment derivative liability component. The cash flows of both components were then discounted using fair value assumptions. The Company recorded a derivative liability and corresponding debt discount of approximately $372,800 at the inception date of the Note. The Company is amortizing the debt discount associated with the derivative liability using the effective interest method over the estimated remaining term of the Note.

In connection with the prepayment to CVP in February 2020 of 50% of the outstanding balance of the Note, half of the unamortized portion of the debt discounts was written off and charged to loss on extinguishment of debt. Redemptions under the Note are being accounted for as partial extinguishments. During the three and nine months ended September 30, 2020, the Company recorded loss on extinguishment of debt of approximately $189,200 and $696,400, respectively.

Interest expense under the Note, including amortization of the debt discount was approximately $41,200 and $491,900 for the three and nine months ended September 30,2020, respectively, of which approximately $12,100 and $218,800 was non-cash interest expense, respectively.