Convertible Promissory Notes | 9 Months Ended |
Sep. 30, 2013 |
Convertible Promissory Notes | ' |
Note 7. Convertible Promissory Notes |
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On January 23, 2013, Opexa closed a private offering consisting of convertible notes (the “January 2013 Notes”) and warrants to purchase shares of common stock for gross proceeds of $650,000 of which $100,000 was from a related party (see Note 8). The January 2013 Notes were scheduled to mature on January 23, 2014 and accrued interest at the rate of 12% per annum, compounded annually. The January 2013 Notes were convertible into common stock at the option of the investors at a price of $1.30 per share, subject to certain limitations. The principal balance plus accrued interest was payable within five business days of the receipt by Opexa of an aggregate of at least $7.5 million in proceeds from the sale of its equity securities and/or as payments from one or more partners or potential partners in return for granting a license, other rights, or an option to license or otherwise acquire rights with respect to Tcelna. |
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The January 2013 Notes were analyzed at issuance for a beneficial conversion feature and Opexa concluded that a beneficial conversion feature existed. The beneficial conversion feature was measured using the commitment-date stock price and was determined to be $141,829 of which $21,820 was attributable to the related party. Opexa also analyzed the Notes for derivative accounting consideration and determined that derivative accounting does not apply. |
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In connection with the issuance of the January 2013 Notes, Opexa also issued Series J warrants to purchase an aggregate of 243,750 shares of Opexa’s common stock (see Note 10), subject to certain limitations and adjustments. The relative fair value of the warrant liability of $195,969, together with the beneficial conversion feature of $141,829, were recognized as a debt discount and were amortized to interest expense in the consolidated statements of expenses over the term of the January 2013 Notes using the effective interest method. |
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On February 26, 2013, following the receipt of $3.25 million in gross proceeds during February 2013 from the sale of common stock and warrants to purchase shares of common stock, and following the receipt of the upfront payment of $5 million from Merck on February 20, 2013, Opexa paid principal and interest totaling $567,368 to holders of the January 2013 Notes, of which $100,000 was to a related party, and issued 77,034 shares of common stock to one holder of the January 2013 Notes who elected to convert the principal of $100,000. |
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During the nine months ended September 30, 2013, the debt discount of $337,798 in connection with the January 2013 Notes was fully amortized to interest expense. |
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In February 2013, three of the third party holders of the July 2012 Notes elected to convert their principal amounts of $900,000 into shares of the Company’s Series A convertible preferred stock with further immediate conversion into 288,229 shares of the Company’s common stock. |
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On September 23, 2013, the Company entered into the July 2012 Note Amendment with certain holders of its July 2012 Notes with respect to certain terms relating to conversion of the July 2012 Notes. Pursuant to the July 2012 Note Amendment, all outstanding Notes were amended such that, in addition to the existing conversion arrangements, the Notes became convertible at the Company’s election directly into shares of common stock (rather than any intermediate conversion to shares of Series A convertible preferred stock), at a conversion price of not less than $1.50 nor more than $2.25, based on the most recent closing market price of the Company’s common stock on the NASDAQ Stock Market at the time of the Company’s election to convert the Notes plus any accrued but unpaid interest through the conversion date into shares of common stock. Notes in the aggregate principal amount of $3,185,000 were outstanding at the time of the July 2012 Note Amendment. |
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On September 24, 2013, the Company converted the principal amount of the July 2012 Notes and unpaid interest totaling $3,275,053 into an aggregate of 1,714,697 shares of common stock at a conversion price of $1.91, which was the most recent closing market price of the Company’s common stock on the NASDAQ Stock Market when the Company effected such conversion. The Company determined that the conversion of the July 2012 Notes qualifies as a debt extinguishment since the Notes were converted based on the amended conversion price. Consequently, the Company recorded a loss on extinguishment of debt of $2,518,912, which represents the difference in the fair value of the shares issued of $3,275,053 and the carrying amount of the Notes (including accrued interest of $98,053) of $756,141 at the date of conversion. The carrying amount of the Notes is net of the unamortized discount and deferred financing costs at the date of conversion amounting to $2,432,681 and $86,231, respectively. |
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The following table provides a summary of the changes in convertible debt – third parties, net of unamortized discount, during the nine months ended September 30, 2013: |
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Balance at December 31, 2012 | | $ | 318,658 | |
January 2013 Notes, face value | | | 550,000 | |
Discount on beneficial conversion feature of January 2013 Notes at issuance | | | (120,009 | ) |
Discount on fair value of Series J warrant liability at issuance | | | (165,820 | ) |
Repayment of January 23, 2013 Notes | | | (450,000 | ) |
Conversion of January 23, 2013 Notes into common stock | | | (100,000 | ) |
Conversion of July 25, 2012 Notes into common stock | | | (900,000 | ) |
Conversion of July 25, 2012 Notes into common stock | | | (2,555,000 | ) |
Unamortized discount closed to loss on debt extinguishment | | | 1,949,003 | |
Amortization of debt discount to interest expense through September 30, 2013 | | | 1,473,168 | |
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Balance at September 30, 2013 | | $ | - | |