Financing Arrangements | 4. Financing Arrangements The Company has obtained debt financing through bank loans, loans from directors and other affiliated parties and unaffiliated third party investors. Certain of the Company’s financing arrangements contain various covenants. There are no financial covenants required by these financing arrangements and as of March 31, 2017, the Company believes that it is in compliance with all covenants. Certain of the debt was issued with warrants that permit the investor to acquire shares of the Company’s common stock at prices as specified in the individual agreements. See Note 8 to the Condensed Consolidated Financial Statements in this report. The Company’s debt and accrued interest outstanding as of the periods presented consisted of the following: Principal Balance Accrued Interest (In thousands) March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 Note Payable – Bank, due January 2018, interest at 2.85% $ 725 $ — $ — $ — Notes Payable to Directors 221 3,078 12 411 Convertible Notes, due 2016 and 2017, interest between 0% and 8% (1) — 9,211 — 4 Series Subordinated Note, due January 2016, interest at 12% 415 415 250 228 Notes Payable, due October 2016, interest between 8.25% and 12% — 67 — 32 Note Payable, due August 2021, interest at 0% 192 192 — — Installment Note Payable – Bank 207 234 — — Total debt 1,760 13,197 262 675 Discount on notes payable — (8,519 ) Unamortized deferred financing costs (9 ) (133 ) Total debt, net 1,751 4,545 Less: short-term debt and current portion of long-term debt 1,463 4,229 Long-term debt, net of current portion $ 288 $ 316 (1) Includes notes payable to Messrs. Hanson and Davis totaling approximately $906,000 as of December 31, 2016. Future maturities of long-term debt as of March 31, 2017 are as follows (in thousands): Nine months ending December 31, 2017 $ 658 2018 901 2019 9 2020 — 2021 192 Total debt $ 1,760 Note Payable – Bank On March 29, 2017, the Company executed a commercial loan note payable with Venture Bank and received proceeds of $725,000, which was primarily used for working capital purposes. The loan bears interest at 2.85% and requires a balloon repayment of the principal and interest due on the maturity date of January 2, 2018. Upon the occurrence of an event of default, as defined by the debt agreement, the interest rate would increase to 8.85%. The loan is secured by a $725,000 certificate of deposit which the Company is required to maintain at Venture Bank for a nine-month term. The certificate of deposit is classified as restricted cash. Notes Payable to Directors The Company has historically relied on two directors of the Company, Michael J. Hanson (“Mr. Hanson”) and James L. Davis (“Mr. Davis,” and collectively with Mr. Hanson, “Messrs. Hanson and Davis”), to provide financing to fund the Company’s operations. See Note 10 to the Condensed Consolidated Financial Statements in this report. Convertible Notes, due 2017, interest at 0% For accounting purposes, the Company accounts for the debt, warrants and conversion features of the following convertible notes using an allocation process. As a result, the reported amount of the debt as of December 31, 2016 had been reduced and was being accreted to face value through each of the maturity dates. Convertible notes that converted upon listing Between June 2016 and January 2017, the Company issued to several investors convertible notes, which were unsecured and did not bear any interest, and warrants to purchase the Company’s common stock. On March 10, 2017, the Company’s common stock began trading on the Nasdaq Capital Market (the “Triggering Event”) and on March 15, 2017, the Company closed an underwritten public offering of 2,333,334 shares of common stock at a public offering price of $4.50 per share. As a result of the Triggering Event, the Company exercised its right to mandatorily convert outstanding principal on the convertible notes totaling $10.8 million into 2,950,596 shares of common stock with approximately $679,000 converted at $4.50 and $10.1 million converted at a price equal to 80% of the Offering price, or $3.60 per share. Additionally, three investors elected to convert outstanding principal on the convertible notes totaling approximately $3.0 million into 844,446 shares of common stock at a price equal to 80% of the Offering price, or $3.60 per share. Convertible notes to other investors In December 2016, the Company entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC (“FirstFire”), pursuant to which the Company issued to FirstFire a Convertible Promissory Note in the amount of $550,000 (the “FirstFire Note”). FirstFire funded $550,000 of principal due under the FirstFire Note and after giving effect to original issue discount the Company received gross proceeds of $500,000. The FirstFire Note bore interest at a rate of 5% per annum and was due June 12, 2017. On March 15, 2017, the Company repaid the FirstFire Note from the Offering proceeds. The repayment including principal, accrued interest and prepayment premium totaled approximately $640,000. On December 23, 2016, the Company issued a Convertible Term Promissory Note to FLMM Ltd. (“FLMM”) in the amount of $1,440,000, payable in cash (the “FLMM Note”). The FLMM Note was secured by substantially all of the assets of the Subsidiary, bore interest at a rate of 8% per annum and was payable in full on March 15, 2017. FLMM elected to convert $240,000 of principal into 66,667 shares of common stock at a price equal to 80% of the Offering price, or $3.60 per share. On March 15, 2017, the Company repaid the remaining principal balance of $1.2 million, plus accrued interest. On December 22, 2016, the Company issued a Convertible Term Promissory Note to Jon D and Linda W Gruber Trust (“Gruber”) in the amount of $75,000, payable in cash (the “Gruber Note”). The Gruber Note was unsecured, bore interest at a rate of 8% per annum and was payable in full on March 22, 2017, which under certain circumstances, could be extended to May 31, 2017. Gruber consented to receiving prepayment of the Gruber Note and on March 15, 2017, the Company repaid in full the total balance of approximately $76,000, including accrued interest. Series Subordinated Note, due January 2016, interest at 12% The series subordinated note, in original principal amount of approximately $415,000, was due in January 2016. As of March 31, 2017, the Company had not repaid the note. On March 31, 2016, the holder of the note commenced legal action against the Company. During April 2017, after the close of its fiscal quarter, the Company settled this legal action and paid approximately $665,000 in full satisfaction of the claim. See Note 6 to the Condensed Consolidated Financial Statements in this report. Notes Payable, due October 2016, interest between 8.25% and 12% In January 2014, the Company assumed notes payable in connection with the reverse merger transaction pursuant to which the Company acquired the Subsidiary. During the year ended December 31, 2016, the Company repaid three of the notes for approximately $11,000, including principal and accrued interest, and extended the maturity date of the remaining notes to August 2016 and then to October 2016. The Company agreed to a settlement with the holder of these notes and, on January 24, 2017, the Company settled the principal and accrued but unpaid interest due under the remaining notes for a cash payment of $80,000 and the issuance of 6,667 shares of the Company’s common stock to the holder. Note Payable, due August 2021, interest at 0% In August 2014, the Company entered into a 0% interest, $192,000 note payable to the State of Minnesota as part of an angel loan program fund. There are no financial covenants associated with the loan, which has a maturity date of August 2021, at which time the full principal amount of $192,000 is due. The loan contains a provision whereby, if the Company transfers more than a majority of its current ownership, the loan becomes immediately due, along with a 30% premium amount of the principal balance. In addition, if the Company is more than 30 days past due on any payments owed under the loan, the interest rate increases to 20% per annum. The Company is in compliance with all covenants and has no past due obligations under the loan. Installment Note Payable – Bank In January 2016, the Company entered into an installment note payable with a bank, replacing a previous note, for a principal amount of approximately $330,000. The Company received the net amount between the two notes, or approximately $69,000, which was primarily used for working capital purposes. The note bears interest at the prime rate plus 1%, but not less than 5%. The note is due in January 2019. The outstanding principal of this note at March 31, 2017 was approximately $207,000. The prime rate of interest was 4% as of March 31, 2017 and 3.75% as of December 31, 2016. |