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Debt
3 Months Ended
Mar. 31, 2021
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 repaid CVP $3.3 million. The Term Loan bore interest at a rate of 10% and matured 18 months from the issuance date. Monthly redemptions of up to $300,000 began six months from the inception date, with the actual amount to be determined by CVP.                  

 

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 had 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 could, 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 was 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 could not make redemptions in shares of common stock and was required to satisfy such redemption in cash within three trading days of receipt of the redemption notice if there was an Equity Conditions Failure (as defined in the Amendment). The Company retained the ability to defer up to three redemptions for up to thirty days as discussed above. In addition, the Company could 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 was 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.

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 was added onto the outstanding balance of the Note.        

 

The note was repaid in full during the three months ended December 31, 2020.      

 

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 amortized the debt discount associated with the derivative liability using the effective interest method over the estimated remaining term of the Note.

    

Interest expense under the Note, including amortization of the debt discount was approximately $318,900 for the three months ended March 31, 2020, of which approximately $166,600 was non-cash interest expense.