Notes Payable | 8. Notes Payable The following two tables summarize outstanding debt as of December 31, 2019 and 2018, respectively (amount in thousands): Stated Interest Conversion Remaining Carrying Maturity Date Rate Price Face Value Debt Discount Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ — $ 135 10% unsecured (2) 4/18/2020 10 % $ 0.22 500 (67) 433 (67) Short term notes payable 8% unsecured (5) Various 8 % N/A 555 (43) 512 10% unsecured (6) Various 10 % N/A 3,551 (73) 3,478 12% unsecured (7) On Demand 12 % N/A 440 — 440 0% unsecured (8) 8/1/2020 0 % N/A 1,156 (85) 1,071 5,702 (201) 5,501 Short term notes payable - related parties 10% unsecured - Related Parties (9) On Demand 10 % N/A 66 — 66 66 — 66 Long term notes payable 8% unsecured (10) Various 8 % N/A 7,008 (420) 6,588 7,008 (420) 6,588 Ending balance as of December 31, 2019 $ 13,411 $ (688) $ 12,723 Stated Fair Value of Interest Conversion Remaining Embedded Carrying Maturity Date Rate Price Face Value Debt Discount Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ — $ — $ 135 10% unsecured (2) 10/18/2019 10 % $ 0.22 500 (43) — 457 18% unsecured (3) In Default 18 % $ 0.21 914 — 357 1,271 1,549 (43) 357 1,863 Short term convertible notes payable - related party 10% unsecured (4) On Demand 10 % $ 0.23 5,400 — — 5,400 Short term notes payable 8% unsecured (5) 6/20/2019 and 12/12/2019 8 % N/A 3,840 (383) — 3,457 10% unsecured (6) Various 10 % N/A 3,658 (400) 3,258 12% unsecured (7) On Demand 12 % N/A 440 — — 440 7,938 (783) — 7,155 Short term notes payable - related parties 10% unsecured - Related Parties (9) On Demand 10 % N/A 324 — — 324 12% unsecured - Related Parties (9) On Demand 12 % N/A 69 — — 69 393 — — 393 Long term notes payable 8% unsecured (5) 2/13/2020 8 % N/A 1,155 (119) — 1,036 5% unsecured (6) 1/13/2020 10 % N/A 1,000 (50) — 950 2,155 (169) — 1,986 Ending balance as of December 31, 2018 $ 17,435 $ (995) $ 357 $ 16,797 (1) This $135,000 note as of December 31, 2019 and December 31, 2018 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. (2) On October 18, 2018, the Company entered into an Unsecured Convertible Promissory Note Agreement Plus Warrant (the “Note”) with an individual investor (the “Holder”) for an aggregate principal amount of $500,000. The Note bore interest at a rate of 10% per annum and is convertible at a conversion price of $0.22 per share of common stock. The Note was due and payable on October 18, 2019. Upon issuance of the Note, the Holder received a 2‑year warrant to purchase 714,286 common shares of the Company at an exercise price of $0.35 per share (the “Warrants”). The fair value of the Warrants on the issuance date was approximately $57,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. On October 30, 2019, the Company entered into a Note Amendment Agreement (the “Amendment”) with the Holder with the following material adjustments. - Extended the Note maturity date by six months from October 18, 2019 to April 18, 2020; - Issued a new 2-year Warrant for up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share valued at $100,000 on October 30, 2019. The Amendment was treated as an extinguishment for accounting purposes. The Company recorded approximately $56,000 loss on debt extinguishment. (3) On May 1, 2018, the Company entered into a Convertible Redeemable Note Agreement (the “Redeemable Note”) of $1.4 million with an existing investor. The Redeemable Note was in default on August 25, 2018. Due to the events of default, the holder is entitled to convert all or any amount of the outstanding principal amount and interest into shares of the common stock of the Company without restrictive legend of any nature. The conversion price is equal to 90% of the average of the 5 lowest daily volume weighted average prices of the Company’s common stock during the 15 consecutive trading days immediately preceding the conversion date. During the year ended December 31, 2019, the Company converted approximately $0.9 million of principal and $0.1 million of accrued interest into approximately 4.9 million shares of the Company’s common stock at a fair value of $1.4 million. The Company recorded approximately $0.4 million of debt extinguishment loss from this conversion. (4) Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into Convertible Note agreements for this amount (the “Convertible Notes”). The Convertible Notes were 15-day demand notes, and intended as temporary bridge loans. However, they remained unpaid and outstanding for up to nearly 1-1/2 years. The fair value of the warrants for the Convertible Notes was approximately $4.2 million, which was recorded as debt discount at the issuance date.This $4.2 million debt discount was expensed immediately for these demand Convertible Note warrants. During the year ended December 31, 2019, the Company repaid the $5.4 million principal and $0.8 million of interest. (5) During the year ended December 31, 2019, the Company converted approximately $5.2 million of principal and $0.4 million of accrued interest into approximately 26.5 million shares of the Company’s common stock at a fair value of $6.8 million. The Company recorded approximately $1.2 million of debt extinguishment loss from this conversion. (6) Between October 1, 2018 and November 7, 2018, the Company entered into multiple one-year promissory notes (the “Notes”) with multiple investors (the “Holders”) for an aggregate principal amount of $3.7 million. The Notes included approximately $0.2 million OID. The Notes bore interest at 10% per annum. Between October and November 2019, the Company entered into multiple Note Amendment Agreements (the “Amendments”) with the Holders with the following major adjustments: - Extended the Notes maturity date by four to six months; - Agreed to partially settle $0.6 million principal and accrued interest of the Notes in 2.8 million shares of common stock at $0.23 per share; - Issued new 2-year warrant for up to 5.5 million shares of the Company's common stock at an exercise price of $0.23 per share valued at $560,000 on the amendment date; - Extended the maturity date of 21.1 million existing warrants to June 19, 2021. The Amendment was treated as an extinguishment for accounting purposes. The Company recorded approximately $1.2 million loss on debt extinguishment. During the year ended December 31, 2019, the Company made a principal payment of approximately $420,000, and an interest payment of approximately $43,000, which included a $27,000 premium pursuant to the prepayment option. During the year ended December 31, 2019, the Company converted approximately $0.3 million of principal and $44,000 of accrued interest into approximately 1.3 million shares of the Company’s common stock at a fair value of $0.3 million. The Company recorded approximately $20,000 of debt extinguishment loss from this conversion. The Company also wrote off $29,000 of unamortized debt discount during the conversion, which was recognized as additional debt extinguishment loss. (7) This $440,000 note as of December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000. (8) On May 28, 2019, the Company entered into a settlement agreement (the “Settlement”) with Cognate BioServices, resolving past matters and providing for the restart of DCVax®-Direct Production. Cognate agreed to reduce outstanding accounts payable by approximately $10 million, with some amounts related to periods of inactivity being cancelled and with $1.1 million being deferred until 2020 (the “Deferred Note”). As part of this overall settlement, the Company also provided a contingent note payable (the “Contingent Payable Derivative”) of $10 million, which is only payable upon the Company’s first financing after DCVax product approval in or outside the U.S. If such product approval has not been obtained by the seventh anniversary of the agreement, such Contingent Payable Derivative will expire without becoming payable. The Contingent Payable Derivative may be satisfied in whole or in part through conversion to equity if Cognate so elects on a Determination Date during the period from the date of the first application for product approval until 120 days after such application date. The Contingent Payable Derivative may also become payable in the event of an uncured event of default. The Contingent Payable Derivative bears interest rate at 6% per annum. The following table summarizes the Settlement transaction at inception date which resulted in a $1.0 million gain from debt extinguishment (amount in thousands): Accounts payable (in dispute) $ 9,894 Upfront cash payment (1,334) Deferred installment note (net of $175 discount) (981) Contingent payable derivative at inception * (6,602) Gain from debt extinguishment $ 977 *see Note 4 for valuation details As of December 31, 2019,the Deferred Note had $1.2 million principal outstanding. (9) Related Party Notes Goldman Notes In 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1.3 million pursuant to certain Demand Promissory Note Agreements. On January 3, 2018, Mr. Goldman loaned the Company an additional $30,000 (collectively the “Goldman Notes”). Approximately $0.5 million of the Goldman Notes bear interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bear interest at the rate of 10% per annum. During the year ended December 31, 2017, the Company made an aggregate principal payment of $1.2 million and an aggregate of $47,000 interest payment associated with these demand notes. During 2018, the Company made an aggregate principal payment of $0.4 million, leaving an outstanding principal balance of approximately $69,000 and approximately $73,000 accrued interest associated with the Goldman Notes as of December 31, 2018. During the year ended December 31, 2019, the Company paid $148,000 related to the Goldman Notes, including $79,000 of interest completing the payments on the outstanding Goldman Notes. Toucan Notes In 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1.2 million pursuant to multiple Demand Promissory Notes (the “Toucan Notes”). The Toucan Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company. During the year ended December 31, 2017, the Company made an aggregate principal payment of approximately $0.8 million on the Toucan Notes. During the year ended December 31, 2018, the Company made an aggregate principal payment of approximately $0.4 million on the Toucan Notes. In addition, the Company also made a partial interest payment of $18,000.All principal was repaid as of December 31, 2018. There was approximately $46,000 remaining of unpaid interest as of December 31, 2018. During the year ended December 31, 2019, the Company paid interest totaling $46,000, to pay off the Notes. Board of Directors Notes In 2017, Jerry Jasinowski, Robert Farmer and Cofer Black, members of the Company’s Board of Directors, loaned the Company an aggregate amount of $300,000 pursuant to multiple Demand Promissory Notes (the “Notes”). The Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company. On November 28, 2018, the Company made a partial payment of $40,000 to the Note held by Mr. Farmer. The Notes were fully paid back in January 2019. Advent BioServices Note Advent BioServices (“Advent”), a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate, provided a short-term loan to the Company in the amount of $65,000 on September 26,2018. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. As of December 31, 2019, the Note remains outstanding and unpaid. The principal and interest owed to Advent under this Note at December 31, 2019 was $66,000 and $8,000, respectively, based on the current exchange rate. (10) On March 29, 2019, the Company entered into two 22-month notes (the “Notes”), with two different institutional investors. The Notes have a principal balance of $4.4 million, accrue interest at a rate of 8% per annum and have a maturity date of January 29, 2021. The Notes contain an OID of 10%. Net funding to the Company totaled $4.0 million. The Notes allow for an optional prepayment at the Company’s discretion. Should the Company elect to prepay the Notes, the Company will incur a prepayment premium of 15%. Monthly amortization payments of 1/14 th of the total due on the Notes will be payable beginning in month 9 through month 22, with a 10% premium. In June 2019, the Company entered into two 21-month notes (the “Notes”), with two different institutional investors. The Notes have a principal balance of $2.8 million, accrue interest at a rate of 8% per annum and mature in March 2021. The Notes contain an OID of 10%. Net funding to the Company totaled $2.5 million. The Notes allow for an optional prepayment at the Company’s discretion. Should the Company elect to prepay the Notes, the Company will incur a prepayment premium of 15%. Monthly amortization payments of 1/14 th of the total due related to the Notes will be payable beginning in month 7 through month 21, with a 10% premium. The outstanding interest for the above long-term notes was approximately $0.3 million as of December 31, 2019. The following table summarizes total interest expenses related to senior convertible notes, share-settled debt, other notes and mortgage loans for the years ended December 31, 2019 and 2018, respectively (in thousands): For the years ended December 31, 2019 2018 Interest expenses related to outstanding notes: Contractual interest $ 1,168 $ 1,648 Amortization on debt premium — (355) Amortization of debt discount 1,430 1,975 Total interest expenses related to outstanding notes 2,598 3,268 Interest expenses related to outstanding notes to related parties: Contractual interest 366 617 Amortization of debt discount — 4,235 Total interest expenses related to outstanding notes to related parties 366 4,852 Interest expenses related to mortgage loan: Contractual interest — 1,174 Amortization of debt issuance costs — 496 Total interest expenses on the mortgage loan — 1,670 Interest expenses related to Series A convertible preferred stock — 68 Other interest expenses 11 13 Total interest expense $ 2,975 $ 9,871 The following table summarizes the principal amounts of the Company’s debt obligations as of December 31, 2019 (amount in thousands): Payment Due by Period Less than 1 to 2 Total 1 Year Years Short term convertible notes payable 6% unsecured 135 135 — 10% unsecured 500 500 — Short term notes payable 8% unsecured 555 555 — 10% unsecured 3,551 3,551 — 12% unsecured 440 440 — 0% unsecured 1,156 1,156 — Short term notes payable - related parties 10% unsecured - (on demand) 66 66 — Long term notes payable 8% unsecured 7,008 — 7,008 Total $ 13,411 $ 6,403 $ 7,008 |