Unsecured Convertible Notes | Note 10 — Unsecured Convertible Notes The Company’s convertible notes payable at March 31, 2018 and 2017 were as follows (in thousands): As of March 31, 2018 2017 Unsecured Convertible Notes - Related Party (A) 7.5% Unsecured Convertible Note - Due May 31, 2019 $ 3,581 $ 3,603 (B) 7.5% Unsecured Convertible Notes - Due May 31, 2019 900 - (C) 6% Unsecured Convertible Note – Due September 30, 2018 - - (D) 6% Unsecured Convertible Note – Due September 13, 2018 - 51 (E) 6% Unsecured Convertible Note – Due June 28, 2018 - - Less: Accumulated Amortization of Valuation Discount (533 ) (39 ) Net 3,948 3,615 Less: Convertible Note Payable - Related Party, current - 3,603 Convertible Notes Payable - Related Party, long-term $ 3,948 $ 12 Unsecured Convertible Notes - Third Party (F) 6% Unsecured Convertible Note - Due September 13, 2018 $ 164 $ 155 (G) 6% Unsecured Convertible Notes - Due between January 31, 2018 and September 30, 2018 950 1,248 (H) 6% Unsecured Convertible Note - Due January 31, 2018 52 - Less: Accumulated amortization of Valuation Discount (198 ) (1,115 ) Net 968 288 Less: Unsecured Convertible Notes - Third Party, current 968 68 Unsecured Convertible Notes - Third Party, long term $ - $ 220 Total Unsecured Convertible Notes, current $ 968 $ 3,671 Unsecured Convertible Notes, long term $ 3,948 $ 232 Total maturities of the Company’s long-term borrowings, including unsecured convertible notes, bank debt, and note payable are $4.8 million for the year ended March 31, 2019 and $3.9 million for the year ended March 31, 2020. As of March 31, 2018 and 2017, the Company had outstanding 7.5% (effective as of April 1, 2018, previously 6%) unsecured convertible notes payable (the “Trinad Notes”) issued to Trinad Capital Master Fund (“Trinad Capital”), a fund controlled by Mr. Ellin, the Company’s Chief Executive Officer, Chairman, director and principal stockholder as follows: (A) The first Trinad Note was issued on February 21, 2017, to convert aggregate principal and interest of $3.6 million under the first senior promissory note and second senior promissory note (the “Senior Notes”) with Trinad Capital previously issued on December 31, 2014 and April 8, 2015, respectively, each as subsequently amended. The first Trinad Note was due on March 31, 2018 and was extended to May 31, 2019. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Company’s board of directors. If the Company raises a minimum of $5.0 million (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. On December 27, 2017, the Company completed a public offering of its shares of common stock (the “Public Offering”) and the conversion price became fixed at $3.00 per share. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. Such warrants were exercised on February 28, 2017. The aggregate relative fair value of the 596,846 warrants issued to Trinad Capital was determined to be $1.6 million using the Black-Scholes-Merton option pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of February 21, 2016, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $1.6 million. The relative fair value of the warrants and the first Trinad Note’s beneficial conversion feature totaling $3.2 million was expensed as of March 31, 2017. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. As the Company had previously recognized a valuation discount up to the fair value of the notes, no further beneficial conversion feature was recorded. At March 31, 2017, $3.6 million of principal, which included $0.1 million of accrued interest, was outstanding under the first Trinad Note. At March 31, 2018, the balance due of $3.6 million included no accrued interest outstanding under the first Trinad Note. (B) Between October 27, 2017 and December 18, 2017, the Company issued six 6% unsecured convertible notes payable to Trinad Capital for aggregate total principal amount of $0.9 million. The notes were due on various dates through December 31, 2018. Before the maturity date, as a result of the Company consummating the Public Offering, the noteholders have the right at their sole discretion to convert all outstanding note principal and interest due under their notes into shares of the Company’s common stock at a conversion price of $3.00 per share. In addition, the noteholders received an aggregate of 450,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.01 per share. The aggregate relative fair value of the 450,000 warrants issued to the noteholders was determined to be $0.6 million using the Black-Scholes-Merton option pricing model with the following average assumptions: risk-free interest rate of 1.73%-1.94%; dividend yield of 0%; volatility rate of 127%-229%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $1.00 and the market price of the shares on the date of conversion was $4.00 per share, and the Company recognized aggregate beneficial conversion features of $0.3 million. As a result, the Company recorded a note discount of $0.9 million to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. For the year ended March 31, 2018, the Company amortized $0.4 million of such discount to interest expense, and the unamortized discount as of March 31, 2018 was $0.5 million. As of March 31, 2018, no accrued interest was added to the principal balance. On March 30, 2018, the Company entered into an Amendment of Notes Agreement (the “Amendment Agreement”) with Trinad Capital in which the maturity date of all of the Company’s 6% Unsecured Convertible Notes were all extended to May 31, 2019. In consideration of the maturity date extension, the interest rate payable under the notes was increased from 6.0% to 7.5% beginning on April 1, 2018, and the aggregate amount of accrued interest due under the Trinad Notes as of March 31, 2018 of $0.3 million was paid. The Company evaluated the Amendment Agreement and the modification was not required to be accounted for as an extinguishment as the instruments are not considered substantially different under ASC 470-50, Debt – Modifications and Extinguishment. The Company may not redeem the Convertible Notes prior to May 2019 without lender consent. (C) On August 19, 2016, the Company issued a 6% unsecured convertible note payable to a related party for total principal amount of $0.1 million. This note was due on September 30, 2018. On December 21, 2016, this note was repaid. (D) On January 4, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin, the father of Robert Ellin, our Chief Executive Officer, Chairman, director and principal stockholder, for total principal amount of $0.1 million. This note was due September 13, 2018. Before the maturity date, the noteholder had the option in his sole discretion to convert all outstanding principal and interest into shares of the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raised a minimum of $5.0 million (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder would have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder originally received 8,334 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,334 warrants issued to the investor was determined to be $23 thousand using the Black-Scholes-Merton option pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life off three years (statutory term). As of February 21, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $23 thousand. The aggregate value of the warrants and beneficial conversion feature of $45 thousand was considered as debt discount upon issuance. On December 27, 2017, as a result of the Company consummating the Public Offering, the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $5 thousand that was added to the valuation discount and amortized over the remaining life of the note. During the year ended March 31, 2018, the Company amortized $27 thousand of such discount to interest expense. At March 31, 2017, $50 thousand of principal and $1 thousand of accrued interest was outstanding under the note. On March 12, 2018, the noteholder converted the note into shares of the Company’s common stock at a conversion price of $3.00 per share and $17 thousand of debt discount was charged to APIC as a result of the conversion. In addition, the noteholder received 3,570 warrants, with an exercise price of $4.00 per share, as an incentive to convert the note prior to its maturity date. (E) On June 29, 2017, the Company issued a 6% unsecured convertible note payable to Marvin Ellin for total principal amount of $50 thousand. This note was due June 28, 2018. Before the maturity date, the noteholder had the option in his sole discretion to convert all outstanding principal and interest into shares of the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the board of directors. If the Company raised a minimum of $5.0 million (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder would have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder originally received 8,334 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 8,334 warrants issued to the investor was determined to be $23 thousand using the Black-Scholes-Merton Option Pricing model with the following average assumptions: risk-free interest rate of 1.50%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of June 28, 2017, the effective conversion price was $2.73, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $23 thousand. The aggregate value of the warrants and beneficial conversion feature of $45 thousand was considered as debt discount upon issuance. On December 27, 2017, as a result of the Company consummating the Public Offering, the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $5 thousand that was added to the valuation discount and amortized over the remaining life of the note. During the year ended March 31, 2018, the Company amortized $34 thousand of such discount to interest expense. On March 12, 2018, the noteholder converted the note into shares of the Company’s common stock at a conversion price of $3.00 per share and $17 thousand of debt discount was charged to APIC as a result of the conversion. In addition, the noteholder received 3,474 warrants, with an exercise price of $4.00 per share, as an incentive to convert the note prior to its maturity date. (F) On September 14, 2016, the Company issued a 6% unsecured convertible note payable to a certain investor for total principal amount of $0.2 million. This note will be due on September 13, 2018. Before the maturity date, as a result of the Company consummating the Public Offering, the noteholder has the right to convert all outstanding note principal and interest due under its note into shares of the Company’s common stock, and the conversion price became fixed, at $3.00 per share. In addition, the noteholder received 50,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.015 per share. The aggregate relative fair value of the 50,000 warrants issued to the noteholder was determined to be $0.1 million using the Black-Scholes-Merton option pricing model with the following average assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). As of September 14, 2016, the effective conversion price was $1.89, and the market price of the shares on the date of conversion was approximately $5.01 per share. As such, the Company recognized a beneficial conversion feature of $56 thousand. As a result, the Company recorded a note discount of $0.2 million to account for the relative fair value of the warrants and the notes’ beneficial conversion feature which will be amortized as interest over the term of the note. The balance of the unamortized discount at March 31, 2017 was $0.1 million. During the years ended March 31, 2018 and 2017, the Company amortized $75 thousand and $41 thousand, respectively, of such discount to interest expense, and the unamortized discount as of March 31, 2018 and 2017 was $34 thousand and $109 thousand, respectively. As of March 31, 2018 and 2017, $14 thousand and $5 thousand, respectively, of accrued interest was added to the principal balance. (G) Between November 22, 2016 and March 29, 2017, the Company issued seven 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1.2 million. The notes are due on various dates through September 30, 2018. Before the maturity date, the noteholders in their sole discretion have the option to convert all outstanding principal and interest into shares of the Company’s common stock at a conversion price per share of $3.00 (at a 25% discount to the offering price in the Public Offering) based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5.0 million (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholders received an aggregate of 205,834 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 205,834 warrants issued to the noteholders was determined to be $0.6 million using the Black-Scholes-Merton option pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of $0.6 million. As a result, the Company recorded a note discount of $1.1 million to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. The balance of the unamortized discount at March 31, 2017 was $1.0 million. On December 27, 2017, as a result of the Company consummating the Public Offering, the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $0.1 million that was added to the valuation discount and will be amortized over the remaining life of the notes. On March 12, 2018, $0.4 million of principal and interest of the notes were converted into shares of the Company’s common stock, and $45 thousand of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 24,760 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. For the years ended March 31, 2018 and 2017, the Company amortized $0.9 million and $0.1 million, respectively, of such discount to interest expense, and the unamortized discount as of March 31, 2018 and 2017 was $0.2 million and $1.0 million, respectively. As of March 31, 2018 and 2017, $65 thousand and $13 thousand, respectively, of accrued interest was added to the principal balance. (H) Between April 5, 2017 and June 29, 2017, the Company issued ten 6% unsecured convertible notes payable to certain investors for aggregate total principal of $1.7 million. The notes are due on various dates through June 29, 2018. Before the maturity date, the noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s common stock at a conversion price per share based upon the Company’s current valuation, as determined by the Board of Directors. If the Company raises a minimum of $5.0 million (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. On December 27, 2017, the Company completed the Public Offering and the conversion price became fixed at $3.00 per share. In addition, the noteholders received an aggregate of 282,500 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The aggregate relative fair value of the 282,500 warrants issued to the noteholders was determined to be $0.8 million using the Black-Scholes-Merton option pricing model with the following average assumptions: risk-free interest rate of 1.35-1.53%; dividend yield of 0%; volatility rate of 100%; and an expected life of three years (statutory term). At the issuance of these notes, the effective conversion price was $2.73 and the market price of the shares on the date of conversion was approximately $5.01 per share, the Company recognized aggregate beneficial conversion features of $0.8 million. As a result, the Company recorded a note discount of $1.5 million to account for the relative fair values of the warrants and the notes’ beneficial conversion features which will be amortized as interest over the terms of the notes or in full upon conversion of the notes. On December 27, 2017, as a result of the Company consummating the Public Offering, the conversion feature under the original terms of the note was fixed at $3.00 per common share, which resulted in an additional beneficial conversion feature with an incremental value of $0.2 million that was added to the valuation discount and will be amortized over the remaining life of the notes. On March 12, 2018, $1.7 million of principal and interest were converted into shares of the Company’s common stock, and $0.2 million of debt discount was charged to APIC as a result of the conversion. In addition, the noteholders received 115,559 warrants, with an exercise price of $4.00 per share, as an incentive to convert the notes prior to its maturity date. For the year ended March 31, 2018, the Company amortized $1.5 million of such discount to interest expense, and the unamortized discount as of March 31, 2018 was $0. As of March 31, 2018, $2 thousand of accrued interest was added to the remaining principal balance. |