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LOAN
3 Months Ended
Mar. 31, 2016
LOAN  
LOAN

NOTE 4: - LOAN

 

On February 20, 2013, Inc. signed a Loan and Security Agreement (“Agreement”) with a commercial bank (“Bank”) pursuant to which $1,500 (“Loan”) was provided at the closing date at a variable annual rate equal to the greater of 5.25% or the three-year constant maturity treasury rate plus 5%. From September 30, 2013, the outstanding Loan is being repaid in 32 equal installments through May 22, 2016 (“Maturity Date”). On February 15, 2015, the Agreement was amended to add Holdings as a co-borrower (collectively, Inc. and Holdings are the “Borrower”).

 

Under the Agreement, the Borrower must maintain at all times through the Maturity Date a cash balance at the lending Bank of not less than 125% of the outstanding loan principal. In addition, the Borrower is permitted to transfer cash to the Company from time to time, however, at all times at least 90% of the aggregate amount of cash of the consolidated entities must be held by the Borrower.

 

Further the Borrower pledged to the Bank a continuing security interest in all of its assets, excluding intellectual property, and agreed not to pledge its intellectual property to any third party.

 

On February 20, 2013, the Company entered into an Unconditional Guarantee agreement with the Bank that was updated on February 15, 2015 under which it unconditionally guaranteed to the Bank the prompt and complete payment and performance of all of Borrower’s obligations to the Bank. In addition, the Company granted and pledged to the Bank a fixed charge over all issued and outstanding shares of Inc. which are owned and held by the Company as set forth in the Debenture of Fixed Charge (the “Debenture”) between the Company and the Bank (the “Fixed Charged Assets”) and a floating charge over all of the present and future assets of the Company as they may be from time to time, excluding any intellectual property assets (the “Floating Charged Assets”), the Company also agreed not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its assets other than as set forth in the Debenture. As of March 31, 2016, the Company has met all the aforementioned financial covenants.

 

As part of the Agreement, the Company issued the Bank warrants to purchase 7,332 shares of Series D Preferred Shares at an exercise price of $6.14 per Preferred D Share. The warrant has an exercise period which is the earliest of ten years after February 20, 2013, consummation of a qualified IPO as determined for such warrants or the automatic conversion of Convertible Preferred Shares into Ordinary Shares as defined in the applicable articles of association. Such warrants were exercised on a cashless basis during the year ended December 31, 2015.

 

Based on the aforementioned cash covenant, the Company restricted certain of its cash of $117 and $293 as of March 31, 2016 and December 31, 2015, respectively.