Senior Amortizing Convertible Notes | (7) Senior Amortizing Convertible Notes On November 4, 2015, the Company entered into the Purchase Agreement to issue and sell to four institutional investors 7% senior amortizing convertible notes due 2017 that are convertible into shares of the Company’s common stock at a price equal to $4.35 per share with an aggregate principal amount of $25.0 million. Each Note was sold with a warrant to purchase a share of common stock (the Warrants) with an exercise price of $4.65 per share. The Company issued and sold Notes and Warrants for aggregate total proceeds of $12.5 million in two separate closings through March 31, 2016 and pursuant to the Amendment, issued and sold Notes and Warrants for aggregate total proceeds of $6.25 million in the third closing, which occurred on May 2, 2016. The Company will issue and sell Notes and Warrants for aggregate total proceeds of $6.25 million in the fourth and final closing. Description of the Notes The Notes are payable in monthly installments, accrue interest at a rate of 7.0% per annum from the date of issuance and will mature 24 months after the First Closing (defined below), unless converted or redeemed earlier. The Notes may be repaid, at the Company’s election, in either cash or shares of the Company’s common stock at a discount to the then-current market price. The Notes are also convertible from time to time, at the election of the holders, into shares of the Company’s common stock at an initial conversion price of $4.35 per share. The conversion price was adjusted to $1.09 per share on January 29, 2016, the 16 th The holder of each Note has the right to convert any portion of such Note unless the holder, together with its affiliates, beneficially owns in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Notes. However, any holder may increase or decrease such percentage to any other percentage, but in no event above 9.99%, provided that any increase of such percentage will not be effective until 61 days after providing notice to the Company. The Company has determined that the conversion feature in the Notes requires bifurcation and liability classification and measurement, at fair value, and requires evaluation at each reporting period. Under Accounting Standards Codification (ASC) 825, Financial Instruments, the FASB provides an alternative to bifurcation and companies may instead elect fair value measurement for the entire instrument, including the debt and conversion feature. The Company has elected the fair value alternative in order to simplify its accounting and reporting of the Notes upon issuance. The fair value of the Warrants is recorded as a discount to the Notes and amortized to interest expense following the effective interest rate method over the term of the Notes. The first of the four closings (the First Closing) occurred on November 9, 2015. At the First Closing, the Company issued and sold Notes with an aggregate principal amount of $1.5 million, along with Warrants exercisable for 117,520 shares. The fair value of the Warrants issued on November 9, 2015 was determined to be $169,000 using a Black-Scholes valuation model and the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 84.85%; (3) weighted average risk –free interest rate of 1.75%; and (4) expected life of 5.0 years. The second of the four closings (the Second Closing) occurred on January 11, 2016 after the Company received approval of the offering by the Company’s stockholders and the satisfaction of certain customary closing conditions. At the Second Closing, the Company issued and sold Notes with an aggregate principal amount of $11.0 million, along with Warrants exercisable for 861,842 shares. The fair value of the Warrants issued on January 11, 2016 was determined to be $515,000 using a Black-Scholes valuation model and the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 85.90%; (3) weighted average risk –free interest rate of 1.58%; and (4) expected life of 5.0 years. The third of the four closings (the Third Closing) occurred on May 2, 2016 after the Company entered into the Amendment. At the Third Closing, the Company issued and sold Notes with an aggregate principal amount of $6.25 million, along with Warrants exercisable for 489,684 shares. At the final of the four closings (the Fourth Closing) the Company will issue and sell Notes with an aggregate principal amount of $6.25 million, along with Warrants exercisable for 489,682 shares. On March 31, 2016 and December 31, 2015, the fair value of the outstanding Notes from the First Closing was determined to be $1.2 million and $1.3 million, respectively. On March 31, 2016 and January 11, 2016, the fair value of the outstanding Notes from the Second Closing was determined to be $9.5 million and $9.9 million, respectively. The fair values were calculated using a Binomial Lattice model and the following assumptions: November 2015 Notes January 2016 Notes March 31, 2016 December 31, 2015 March 31, 2016 January 11, 2016 Risk-free interest rates 0.68 % 1.11 % 0.68 % 1.01 % Expected life 1.61 years 1.86 years 1.61 years 1.83 years Expected dividends 0 % 0 % 0 % 0 % Expected volatility 65.0 % 57.5 % 65.0 % 60.0 % Fair value per share of common stock $ 0.97 $ 1.95 $ 0.97 $ 1.33 The following table summarizes the installment amounts and additional conversions by the holders of the Notes issued at the First Closing through March 31, 2016: Principal Interest Total Common Shares Installment amount at December 31, 2015 $ 65,217 $ 23,651 $ 88,868 56,967 Holder conversions during the quarter ended December 31, 2015 18,261 2,375 20,636 13,228 Balance December 31, 2015 83,478 26,026 109,504 70,195 Installment amount at February 29, 2016 65,217 23,681 88,898 91,953 Installment amount at March 31, 2016 65,217 14,827 80,044 88,960 Holder conversions during the quarter ended March 31, 2016 104,784 12,762 117,546 106,684 Balance, March 31, 2016 $ 318,696 $ 77,296 $ 395,992 357,792 The following table summarizes the installment amounts and additional conversions by the holders of the Notes issued at the Second Closing through March 31, 2016: Principal Interest Total Common Shares Installment amount at March 2, 2016 $ 404,762 $ 149,300 $ 554,062 * Holder conversions during the quarter ended March 31, 2016 987,000 124,050 1,111,050 1,048,167 Balance, March 31, 2016 $ 1,391,762 $ 273,350 $ 1,665,112 1,048,167 * Cash payments Description of the Warrants Each Warrant is exercisable immediately and for a period of 60 months from the date of the issuance of the Warrant. The Warrants entitle the holders of the Warrants to purchase, in aggregate, 1,958,728 shares of the Company’s common stock upon the completion of the Fourth Closing, subject to certain adjustments. The Warrants are initially exercisable at an exercise price equal to $4.65, subject to adjustment on the eighteen month anniversary of issuance, and certain other adjustments. The exercise price and number of shares of common stock issuable on the exercise of the Warrants is subject to adjustment upon the issuance of any shares of common stock or securities convertible into shares of common stock below the then-existing exercise price, with certain exceptions, and in the event of any stock split, reverse stock split, recapitalization, reorganization or similar transaction. The holder of each Warrant does not have the right to exercise any portion of such Warrant if the holder, together with its affiliates, beneficially owns in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage, but in no event above 9.99%, provided that any increase of such percentage will not be effective until 61 days after providing notice to the Company. The exercise price of the Warrants issued November 9, 2015 was reduced to $1.09 per share on January 29, 2016, the 16 th |