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Note 8 - Secured Promissory Note Payable to Oxford Finance
6 Months Ended
Jun. 30, 2019
Notes to Financial Statements  
Secured Promissory Note Payable [Text Block]
NOTE 
8
.  
Secured Promissory Note Payable to Oxford Finance
 
On
December 
22,
2016,
the Company entered into a loan and security agreement (the “Loan Agreement”) with Oxford Finance, under which the Company borrowed
$5.0
 million. The
$5.0
 million loan, which bears interest at
30
-day U.S. LIBOR plus
6.17%,
is evidenced by a secured promissory note and is repayable over
four
 years, with interest only payable over the
first
12
months and the balance fully amortized over the subsequent
36
months. Upon repayment, an additional final payment equal to
$325,000
is due, which is being accreted as interest expense over the term of the loan using the effective-interest method. The loan is secured by substantially all the Company’s assets, except for intellectual property.
 
In connection with the Loan Agreement, the Company issued a warrant to Oxford Finance to purchase
7,563
 shares of its Series C convertible preferred stock at an exercise price of
$33.11
 per share (the “Warrant”), expiring in
December 2026.
The fair value of the Warrant at the date of issuance was
$134,000,
which was recorded as debt discount and is being amortized as interest expense over the term of the loan using the effective-interest method. The annual effective interest rate of the note, including the accretion of the final payment and the amortization of the debt discount, is approximately
10.5%.
The Company recorded interest expense related to the Loan Agreement of
$96,000
and
$138,000
during the
three
months ended
June 30,
2019
and
2018
, respectively, of which
$64,000
and
$94,000
was paid, respectively, and recorded interest expense of
$202,000
and
$279,000
during the
six
months ended
June 30,
2019
and
2018
, respectively, of which
$136,000
and
$189,000
was paid, respectively.
 
The Warrant provided that if the share price at the next equity financing was less than the Warrant exercise price, then the Warrant would be for the new class of shares, the exercise price would be the new class share price, and the number of shares would be calculated by dividing
$250,000
by the new class share price. Due to this antidilution protection, the Company determined that the Warrant needed to be recorded as a liability, and therefore estimated the fair value of the Warrant upon issuance and at each balance sheet date, with any changes in the fair value being recorded within the loss on revaluation of financial instruments line in the statements of operations and comprehensive loss.
 
Due to the antidilution protection, following the Merger, the Warrant was amended to allow the holder to purchase
10,914
shares of common stock at an exercise price of
$22.99
per share. Since the amended Warrant contains
no
non-standard antidilution protections or similar features, the fair value of
$70,000
on
February 13, 2018,
was transferred to equity.