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Liquidity
3 Months Ended
Sep. 30, 2013
Liquidity [Abstract]  
Liquidity

3.                Liquidity

 

As of September 30, 2013, the Company’s cash and cash equivalents balance was $1,551,000. The Company incurred net losses of $1,334,000 for the three-month period ended September 30, 2013 and $4,292,000 and $4,695,000 in the fiscal years ended June 30, 2013 and 2012, respectively. In addition, the Company has accumulated aggregate net losses from the inception of business through September 30, 2013 of $120,352,000.

 

During the first quarter of fiscal 2012, the Company entered into a license agreement with Medtronic for the Prostiva RF Therapy System. The Company paid Medtronic $500,000 on September 6, 2011 for half of the $1,000,000 initial license fee, with the remaining $500,000 payable on September 6, 2012.  On June 28, 2013, we entered into a Restructuring Agreement with Medtronic related to the $7.5 million we then owed to Medtronic under the transaction documents.  As part of this agreement, we paid Medtronic $2.0 million in satisfaction of royalties earned for the 12 months ended September 6, 2012, the second half of the initial licensing fee, the license maintenance fee for the 12 month period ended September 6, 2012, outstanding transition services fees, and Prostiva inventory included as part of the acquisition and purchased subsequent to the acquisition.  In addition, we entered into a promissory note (the “Note”) with Medtronic for $5.3 million for the remaining amounts owed on Prostiva inventory acquired as part of the acquisition and purchased subsequent to the acquisition.  Interest on the Note accrues at a rate of 6 percent, compounded annually and is payable in five equal installments of principal plus accrued interest on March 31st of each year beginning on March 31, 2015. The $206,000 difference between the $7.5 million in obligations owed to Medtronic and the $2.0 million paid and the $5.3 million Note was recorded as a gain on debt extinguishment in fiscal year 2013.  

 

Under the license agreement, royalty payments for Prostiva products are paid one year in arrears based on the contract year.  The royalty payment due on October 6, 2013 of $565,000 has not been paid.  The Company will owe Medtronic an additional $85,000 in December 2013 for the difference between the annual minimum royalty amount and the $565,000 royalty due and unpaid as of October 6, 2013.  Both of these amounts are included in the short-term deferred acquisition payment liability as of September 30, 2013.  In addition, we did not pay the annual $65,000 licensing maintenance fee due on October 6, 2013 which is included in other accrued expenses as of September 30, 2013.      The non-payment does not entitle Medtronic to terminate the license agreement unless Medtronic provides written notice and an opportunity to cure the default.  The non-payment under the license agreement is also not an event of default under the Note unless Medtronic provides written notice and an opportunity to cure. 

   

 During the first quarter of fiscal 2013, the Company completed a follow-on offering in which we sold 5,980,000 shares of common stock at a price of $0.75 per share which contributed approximately $3.8 million of net proceeds after deducting underwriting discounts and commissions and other expenses payable by the Company. 

 

However, as a result of the Company’s history of operating losses and negative cash flows from operations there is substantial doubt about our ability to continue as a going concern.    As of September 30, 2013, the Company’s cash and cash equivalents may not be sufficient to sustain day-to-day operations for the next 12 months. The Company’s ability to continue as a going concern is dependent upon our ability to generate positive cash flows from our business, maintain available borrowing under our line of credit with Silicon Valley Bank entered into on January 11, 2012, as amended on November 30, 2012 and aggressively manage our expenses including those associated with our acquisition of the Prostiva product line from Medtronic. The Company’s ability to continue as a going concern is also dependent upon avoiding an event of default under the Note (which would entitle Medtronic to accelerate all amounts due under the Note) and avoiding termination of the license relating to the Prostiva product, whether by negotiation with Medtronic, cure of any non-payment giving rise to an event of default or termination, or otherwise.  The line of credit with Silicon Valley Bank allows borrowing by the Company of up to the lesser of $2.0 million or the defined borrowing base consisting of 80% of eligible accounts receivable. As of September 30, 2013 the Company has not borrowed against this facility.

 

There is no assurance that our cash, cash generated from operations, if any, and available borrowing under our agreement with Silicon Valley Bank will be sufficient to fund our anticipated capital needs, operating expenses (including payments under the licensing agreement), and Note repayments, particularly if product sales do not generate revenues in the amounts currently anticipated, if our operating costs are greater than anticipated or greater than our business can support.

 

The Company is considering all available alternatives to improve its cash and liquidity position.  In particular, the Company is attempting to generate revenues both from sales of our Cooled ThermoTherapy and Prostiva products in an amount sufficient to improve cash flow from our business.  The Company is also developing expense reduction plans that will be executed, if necessary, if the Company does not generate revenues commensurate with the Company’s expenses. The Company may also seek to improve its liquidity position by raising capital through additional indebtedness or an offering of its equity securities or both.  

If the Company is unable to generate sufficient liquidity to meet its needs and in a timely manner, the Company may be required to further reduce expenses and curtail capital expenditures, sell assets, or suspend or discontinue operations.   In the event of a material breach of the licensing agreement or other transaction documents, and Medtronic provides written notice to the Company and the Company fails to cure the breach, Medtronic may terminate the license agreement.  If the license agreement is terminated, the Company’s rights to sell the Prostiva product would be terminated.  Further, upon an event of default under the Note (which includes a material breach of the license agreement or other transaction documents after written notice and if the Company fails to cure), Medtronic may accelerate and declare due all amounts outstanding under the Note. In addition, upon a material breach of the license agreement or event of default under the Note with Medtronic, the Company may not be able to access our line of credit with Silicon Valley Bank.  The terms of the agreement with Silicon Valley bank state that any default with a third party, the result of which could have a material adverse affect on our business, is considered an event of default under the line of credit agreement.  If Medtronic accelerated and declared due all amounts outstanding under the Note, the Company would not have adequate cash to repay the amounts due, resulting in a loss of control of our business or bankruptcy.

There can be no assurance that the Company will be able to cure any potential event of default of the Note or cure any breach of any agreement with Medtronic, maintain compliance with its agreements with Medtronic, raise additional capital, or improve its operating or financial performance.

The financial statements as of and for the three-months ended September 30, 2013 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.