Debt | (7) Debt Convertible Note Indenture On July 31, 2015, we completed an offering of $ 65 6.00 52 3 At any time prior to the close of business on the second business day immediately preceding the maturity date, holders may convert their Notes into shares of Xtant common stock (together with cash in lieu of fractional shares) at an initial conversion rate of 257.5163 1,000 3.88 9.99 We will not adjust the conversion rate for other events, such as for an issuance of our common stock for cash or in connection with an acquisition that may dilute our common stock thereby adversely affecting its market price. In addition, Xtant will, in certain circumstances, increase the conversion rate for holders who convert their Notes in connection with a “make-whole fundamental change” (as defined in the Indenture). No sinking fund is provided for the Notes. Xtant may not redeem the Notes at its option prior to their maturity. If a “fundamental change” (as defined in the Indenture) occurs, holders will have the right, at their option, to require us to repurchase their Notes at a cash price equal to 100 The Notes are Xtant’s senior, unsecured obligations, rank equal in right of payment with its existing and future unsecured indebtedness that is not junior to the Notes, are senior in right of payment to any of its existing and future indebtedness that is expressly subordinated to the Notes, and are effectively subordinated to its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent Xtant is not a holder thereof) preferred equity, if any, of its subsidiaries. On April 14, 2016, we issued $ 2,238,166 Both the Additional Notes and the Notes bear interest at a rate equal to 6.00 The Additional Notes may be converted into shares of our common stock (together with cash in lieu of fractional shares) at an initial conversion rate of 344.8276 1,000 2.90 On January 17, 2017, the Company entered into securities purchase agreements with Bruce Fund, Inc., Park West Partners International, Limited, Park West Investors Master Fund, Limited, and Telemetry Securities, L.L.C., to satisfy interest obligations that we owed to such parties under $ 16,000,000 843,289 0.5692 On January 17, 2017, the Company entered into a securities purchase agreement and certain related documents with the OrbiMed Purchasers, to satisfy interest obligations that the Company owed to them pursuant to $ 52,000,000 6 1,560,000 0.7589 On January 17, 2017, the Company also entered into a securities purchase agreement and certain related documents with the OrbiMed Purchasers, to satisfy interest obligations that the Company owed to them pursuant to $ 2,238,166 6 67,145 0.7589 July 15, 2021 Effective March 31, 2017, the Company and the OrbiMed Purchasers entered into a waiver letter (the “Indenture Waiver”) of the Indenture. Under the Indenture Waiver, the OrbiMed Purchasers waived any non-compliance with the covenant set forth in Section 6.01(a)(vii) of the Indenture due to the going concern qualification included in the Company’s audit report for the year ended December 31, 2016. The OrbiMed Purchasers also entered into a waiver (the “Notes Waiver”) for defaults that occurred under multiple convertible promissory notes (including the Notes, the Additional Notes, the Indenture Notes and the PIK Notes). Under the Notes Waiver, the OrbiMed Purchasers waived any non-compliance with the covenants set forth in Section 6.01(a)(vii) of their respective notes due to the going concern qualification included in the Company’s audit report for the year ended December 31, 2016. Amended and Restated Credit Agreement On July 31, 2015 the Company recorded $ 42 July 31, 2020 9 14 1 9 12 14 1 12 7.5 Approximately $ 4.9 4.7 We have entered into several amendments to the New Facility, and the material provisions of such amendments that have been subsequently modified or restated are summarized below. On July 29, 2016 we entered into the fourth amendment to the New Facility which provided for an additional “Tranche A Commitment” in an amount up to $ 1,000,000 43 On September 27, 2016, we entered into the sixth amendment to the New Facility which increased the fee on any amounts paid under the New Facility from 7.5 9.0 9.00 The seventh amendment (effective December 31, 2016), eighth amendment (effective January 13, 2017), ninth amendment (effective January 31, 2017), tenth amendment (effective February 14, 2017), eleventh amendment (effective February 28, 2017), twelfth amendment (effective March 31, 2017), thirteenth amendment (effective April 30, 2017), fourteenth amendment (effective May 11, 2017) and fifteenth amendment (effective June 30, 2017) deferred our accrued interest payment date for the fiscal quarter ended December 31, 2016, until July 15, 2017. The interest due on July 15, 2017 was $ 1,147,329 interest accrued on such interest from January 2, 2017 until paid at a rate equal to 14% plus the higher of the LIBO Rate (as defined in the New Facility) for the fiscal quarter ended on December 31, 2016, or 1%. The seventh amendment also made several other modifications, all of which were restated by the twelfth amendment described below. In addition to the December 31, 2016 deferral, the twelfth amendment, thirteenth amendment, fourteenth amendment and fifteenth amendment deferred our accrued interest payment date for the fiscal quarter ended on March 31, 2017 until July 15, 2017. The interest due on July 15, 2017 for the fiscal quarter ended on March 31, 2017 was $ 1,139,597 interest accrued on such interest from April 1, 2017 until paid at a rate equal to 14% plus the higher of the LIBO Rate for the fiscal quarter ended on March 31, 2017, or 1%. interest accrued on such interest from July 1, 2017 until paid at a rate equal to 14% plus the higher of the LIBO Rate for the fiscal quarter ended on June 30, 2017, or 1%. The twelfth amendment also modified the minimum revenue base covenant for the quarter ending March 31, 2017 to $ 20 25 500,000 5,000,000 Effective May 11, 2017, the parties entered into the fourteenth amendment to the New Facility and the amended guarantors were Xtant, X-Spine and Xtant Medical Inc., collectively. X-Spine was defined as the Additional Delayed Draw Borrower of new term loans. The fourteenth amendment allowed for X-Spine to make additional term loans with ROS and Royalty Opportunities in an aggregate amount of up to $ 15,000,000 Revolving Credit Line Loan and Security Agreement On May 25, 2016, we entered into a Loan and Security Agreement (the “LSA”) with Silicon Valley Bank, a California corporation (the “Bank”), pursuant to which the Bank agreed to provide us with a revolving line of credit in the aggregate principal amount of $ 6,000,000 On August 12, 2016, we entered into a First Loan Modification Agreement (the “Modification Agreement”) with the Bank, which amended certain provisions of the LSA. Pursuant to the terms of the Modification Agreement, the Bank increased the aggregate principal amount of the revolving line of credit to $ 11,000,000 On May 12, 2017 the Company paid off all obligations under the LSA with funds from the above New Facility. June 30, December 31, 2017 2016 Loan payable to ROS and Royalty Opportunities (See details above) $ 54,387,094 $ 43,000,000 PIK Interest payable to ROS and Royalty Opportunities 9,210,839 7,648,776 6% convertible senior unsecured notes due 2021 (See details above) 71,865,311 70,238,166 Gross long-term debt 135,463,244 120,886,942 Less: debt issuance costs (1,468,877) (1,665,508) Long-term debt, less issuance costs $ 133,994,367 $ 119,221,434 Remainder of 2017 $ - 2018 - 2019 - 2020 63,597,933 2021 71,865,311 Thereafter - Total $ 135,463,244 |