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Debt
3 Months Ended
Mar. 31, 2013
Debt  
Debt

5. Debt

 

Secured Convertible Notes and Warrants

 

In February 2013, the Company issued $17.6 million of the Notes.  The Notes represented obligations that must be settled with a variable number of shares and are thus accounted for as liabilities at fair value in accordance with ASC 480-10.  At March 31, 2013, the par value approximated fair value.  The Notes accrued interest at an annual rate of 8% and mature on February 15, 2014.  Upon completion of the Company’s IPO on April 16, 2013, the principal balance and all accrued and unpaid interest due on the Notes automatically converted into 2,228,925 shares of common stock.

 

In connection with the Notes, the Company issued warrants to purchase a number of shares of its capital stock equal to 25% of the principal amount of the Notes divided by the purchase price of the applicable equity securities at an exercise price of $0.01. Upon completion of the Company’s IPO on April 16, 2013, the warrants were automatically net exercised for 549,301 shares of common stock.

 

Loan and Security Agreement

 

On March 29, 2013, the Company entered into a loan and security agreement with Hercules Technology Growth Capital, Inc. (“Hercules”), pursuant to which Hercules is providing the Company with a term loan facility of up to $12.5 million. The Company may draw down on the facility in two tranches of at least $5.0 million each commencing on March 29, 2013 and ending September 30, 2013. Under the terms of the loan and security agreement, the term loan will bear interest at a floating yearly rate equal to the higher of either (i) 9.50%, or (ii) the sum of (A) 9.50% plus (B) the prime rate as reported in the Wall Street Journal minus 3.25%. The loan is secured by all of the Company’s assets, excluding intellectual property. If the Company borrows any amounts under the facility, it will be required to make interest only payments through the end of 2013, which may be extended to July 1, 2014 if the Company receives, on or before January 1, 2014, net cash proceeds of at least $50.0 million from the issuance of equity securities or other net upfront payments from investors reasonably acceptable to Hercules (an “Equity Event”). Thereafter, the loan will be repaid in thirty equal monthly installments of principal and interest. All outstanding amounts, including principal and interest, are initially due and payable in full on July 1, 2016, which date will be extended to January 1, 2017 if the Company completes an Equity Event on or before January 1, 2014.  The Company completed such an Equity Event upon the consummation of its IPO on April 16, 2013. To date, the Company has not borrowed any amounts under the loan facility.

 

In connection with the loan and security agreement, the Company issued to Hercules, effective April 1, 2013, a warrant to purchase shares of the Company’s common stock initially equal to $500,000 (increasing to $625,000 if it draws down on the term loan facility) divided by 80% of the IPO per share price of the common stock , at an exercise price equal to 80% of the price per share of the common stock in the IPO. The warrant will expire upon the five-year anniversary of the IPO.  Based on the $8.00 price per share to the public in the Company’s April 2013 IPO, the warrant issued to Hercules is exercisable for 78,125 shares of common stock with a per share exercise price of $6.40.

 

The Company will account for the warrant as a liability and account for it at fair value. Subsequently, the warrant will be “marked-to-market” at each reporting date with a corresponding charge (credit) recognized in the Company’s Statements of Operations.

 

The Company capitalized deferred financing costs of approximately $278,000 in issuing the loan and security agreement, which are being amortized to interest expense over the term of the agreement.