Convertible Notes Payable and Warrants to Purchase Common Stock | 3. Convertible Notes Payable and Warrants to Purchase Common Stock In May 2017, we issued 338 convertible notes and in June 2017 we issued 133 convertible notes (collectively, the “2017 Notes”), each with a face value of $100,000, for total gross cash proceeds of $47,100,000. From these cash proceeds, we repurchased 1,732,260 shares of our common stock from one of the 2017 Note investors at $7.212 per share, for a total repurchase of $12,493,000, and incurred transaction costs of $2,115,000, leaving us with net proceeds of $32,492,000. The 2017 Notes are convertible at any time at the holders’ election; the conversion rate as of June 30, 2017 was $8.655 per share, which would result in issuing 5,441,941 shares of common stock upon conversion. The conversion rate is downward adjustable based on the issue price of securities in a future Company financing, if any, to a minimum of $7.212 per share. The 2017 Notes mature five years from issue date, if not converted or redeemed earlier. Interest accrues at the rate of 8.0 percent per annum, compounded annually, and is payable upon redemption or maturity; accrued interest is not payable or convertible upon conversion of the notes. Holders of the 2017 Notes have a right to request redemption of the notes (face value plus accrued interest) on November 4, 2019, if they have not been previously converted or redeemed, if the holders have provided at least 30 days’ written notice to elect such a redemption. On their issue dates, we evaluated the 2017 Notes and, following an analysis of the embedded and derivative features, made an irrevocable election to account for the notes at fair value. The fair value on June 30, 2017 was estimated to be $6,259,000 below the $47,100,000 face value of the 2017 Notes. A decrease of $113,000 in the fair value of the notes between their issue dates in May and June 2017 and the June 30, 2017 reporting date was recorded as a gain in our consolidated statement of operations. In addition to the $2,115,000 transaction costs, which we recorded as interest expense in our consolidated statement of operations upon the fair value accounting election, we accrued a total of $474,000 in interest expense on the 2017 Notes for the period from issue date to June 30, 2017. In November 2014, we issued 250 convertible notes (the “2014 Notes”), each with a face value of $100,000, for total gross cash proceeds of $25,000,000. The 2014 Notes are convertible at any time at the holders’ election into a total of 11,506,155 shares of common stock, which is a conversion rate of $2.17275 per share. The 2014 Notes mature on November 14, 2019, if not converted or redeemed earlier. Interest accrues at the rate of 7.54 percent per annum, compounded annually, and is payable upon redemption or maturity; accrued interest is not payable or convertible upon conversion of the 2014 Notes. Effective June 1, 2017, upon stockholder approval, the one-time option for holders to redeem the notes on June 30, 2017 and the provision for an automatic conversion of the notes were eliminated and the 2014 Notes were modified to be subordinated to the 2017 Notes. On their issue date, we evaluated the 2014 Notes and, following an analysis of the embedded and derivative features, we made an irrevocable election to account for the notes at fair value. Following the June 1, 2017 modifications, we continued to account for the 2014 Notes under the fair value method. The fair values of the 2014 Notes as of December 31, 2016 and June 30, 2017 were calculated to be $66,655,000 and $50,937,000, respectively, higher than the unpaid principal balance of the Notes of $25,000,000. The increase of $29,798,000 and the decrease of $15,718,000 in the fair value of the Notes during the six months ended June 30, 2016 and 2017, respectively, were recorded as a loss and a gain, respectively, in our consolidated statement of operations. We accrued $505,000 and $544,000 for the three-month periods, and $1,011,000 and $1,081,000 for the six-month periods, ended June 30, 2016 and 2017, respectively, in interest expense on the 2014 Notes. In connection with issuing the 2017 Notes, in May 2017 and June 2017 we issued warrants to purchase up to 2,119,500 shares of common stock. The warrants are immediately exercisable and expire five years from issue date. Through June 30, 2017, the exercisable price of the warrants was $5.00 per share; the exercise price could be adjusted upward to a maximum of $7.212 per share, based on the issue price of securities in a future Company financing, if any. The fair value of the warrants on June 30, 2017 was estimated to be $485,000 less than the fair value on issue date, which we recorded as a gain on change in fair value in our consolidated statement of operations. The aggregate fair value of the 2017 Notes and warrants on their issue dates was estimated to be $47,620,000, which was $520,000 higher than the $47,100,000 issue price; we recorded this difference as a loss on issuance in the consolidated statement of operations. The warrants we issued in November 2014 in connection with issuing the 2014 Notes were exercised in full on or before February 12, 2016. Prior to their exercise, we recorded their change in fair value in our consolidated statement of operations. The loss on change in fair value from January 1, 2016 to February 12, 2016 was $8,957,000. |