Debt and Warrants | 7. Debt and Warrants Convertible Notes Convertible notes at September 30, 2018 and December 31, 2017 consist of the following: September 30, December 31, 2018 2017 February 2015 convertible notes payable — 150,000 June 2017 convertible note payable 703,585 1,613,089 September 2018 L2 convertible note payable 455,000 — September 2018 Conte convertible note payable 111,250 — Napo convertible notes 10,661,026 12,153,389 $ 11,930,861 $ 13,916,478 Less: unamortized debt discount and debt issuance costs (213,843) (261,826) Net convertible notes payable obligation $ 11,717,018 $ 13,654,652 Convertible notes payable - non-current 10,661,026 10,982,437 Convertible notes payable - current $ 1,055,992 $ 2,672,215 Interest expense on the convertible notes for the three and nine months ended September 30, 2018 and 2017 follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 February 2015 convertible note nominal interest $ — $ 4,537 $ 1,479 $ 13,463 June 2017 convertible note nominal interest 14,063 43,900 47,391 44,372 June 2017 convertible note accretion of debt discount 49,564 123,362 281,825 124,708 August 2018 L2 convertible note nominal interest 17,839 — 17,839 — August 2018 Conte convertible note nominal interest 3,074 — 3,074 — Napo convertibles note nominal interest 148,077 175,798 399,270 175,798 Total interest expense on convertible debt $ 232,617 $ 347,597 $ 750,878 $ 358,341 Interest expense is classified as such in the statements of operations. February 2015 Convertible Note In February 2015, the Company issued convertible promissory notes to two accredited investors in the aggregate principal amount of $250,000. These notes were issued pursuant to the convertible note purchase agreement dated December 23, 2014. In March of 2018, the debtor agreed to accept the Company's common stock as payment for all outstanding principal and interest. And in April of 2018, the Company issued 2,034,082 shares of common stock to pay off the principal and interest balance. June 2017 Convertible Note On June 29, 2017, the Company issued a secured convertible promissory note to Chicago Venture Partners, L.P. (“CVP”) in the aggregate principal amount of $2,155,000 less an original issue discount of $425,000 and less $30,000 to cover the lender's legal fees for net cash proceeds of $1,700,000. Interest on the outstanding balance will be paid 8% per annum from the purchase price date until the balance is paid in full. The Note provides for two separate features that result in a derivative liability: 1. Repayment of mandatory default amount upon an event of default—upon the occurrence of any event of default, the lendor may accelerate the Note resulting in the outstanding balance becoming immediately due and payable in cash; and 2. Automatic increase in the interest rate on and during an event of default—during an event of default, the interest rate will increase to the lesser of 17% per annum or the maximum rate permitted under applicable law. The Company computed fair values at the date of issuance of $15,000 and $5,000 for the repayment and the interest rate increase feature, respectively, using the Binomial Lattice Model, which was based on the generalized binomial option pricing formula. The $20,000 combined fair value was carved out and is included as a derivative liability on the Balance Sheet. The derivatives were revalued at December 31, 2017 using the same Model resulting in a combined fair value of $11,000. The derivatives were revalued again at September 30, 2018 using the same Model resulting in a de minimus fair value. The resulting $11,000 gain is included in other income and expense in the Company's statements of operations. On August 2, 2018, the Company and CVP agreed to an amendment extending the maturity date to August 26, 2019, and limiting the aggregate amount that CVP is permitted to redeem on a monthly basis to $500,000, which is the maximum aggregate redemption amount for all notes outstanding with CVP. This amendment resulted in the Company accounting for the transaction as a troubled debt restructuring, under which the carrying amount of the note payable remained unchanged but interest expense is computed using a new effective rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the note. September 2018 L2 Promissory Note and Warrants On September 11, 2018 the Company entered into a Note Purchase Agreement with L2 Capital, pursuant to which the Company issued to L2 Capital a contingently convertible promissory note in the aggregate principal amount of $455,000. Net cash proceeds were $400,000, or $455,000 of principal net a discount of $55,000. The Notes bear interest at the rate of 8% per annum and mature on March 11, 2019. On October 10, 2018, the Company paid off the entire Note, including the guaranteed interest and an early-redemption premium. Concurrent to entering into the Note Purchase Agreement, the Company issued 75,000 shares of common stock and a 5-year warrant to purchase 185,417 shares of common stock, for a fair value of $100,330, to L2 Capital, at an exercise price of $0.90 per share. The warrants were recorded in additional paid-in-capital and treated as a discount to the note balance. September 2018 Conte Promissory Note and Warrants On September 11, 2018 the Company entered into a Note Purchase Agreement with an accredited investor pursuant to which the Company issued to the accredited investor a convertible promissory note in the aggregate principal amount of $111,250. Net cash proceeds received were $100,000, or $111,250 of principal less a discount of $11,250. The Notes bear interest at the rate of 8% per annum and matures on March 11, 2019. On October 10, 2018, the Company paid off the entire Note, including the guaranteed interest and an early-redemption premium. Concurrent to entering into the Note Purchase Agreement, the Company provided to the accredited investor a five-year warrant to purchase 33,918 shares of common stock, for a fair value of $17,818, at an exercise price of $1.23 per share. The warrants were recorded in additional paid-in-capital and treated as a discount to the note balance. Napo Convertible Notes March 2017 Convertible Notes In March 2017, Napo entered into an exchangeable Note Purchase Agreement with two lenders for the funding of face amount of $1,312,500 in two $525,000 tranches of face amount $656,250. The notes bear interest at 3% and mature on December 1, 2017. The Company assumed the notes at fair value of $1,312,500 as part of the Napo Merger. First Amendment to Note Purchase Agreement and Notes In December 2017, Napo amended the exchangeable note purchase agreement to extend the maturity of the first tranche and second tranche of notes to February 15, 2018 and April 1, 2018, respectively, increase the principal amount by 12%, and reduce the conversion price from $0.56 per share to $0.20 per share. The Company also issued 2,492,084 shares of common stock to the lenders in connection with this amendment to partially redeem $299,050 from the first tranche of the notes. The amended face value of the notes was $1,170,950. This amendment resulted in the Company treating the notes as having been extinguished and replaced with new notes for accounting purposes due to meeting the 10% cash flow test. The conversion option in the notes was bifurcated and accounted for as a conversion option liability at its fair value as further disclosed in Note 4. Second Amendment to Note Purchase Agreement and Notes On February 16, 2018, Napo amended the exchangeable note purchase agreement to extend the maturity date of the Second Tranche Notes from April 1, 2018 to May 1, 2018. In addition, the Company also issued 3,783,444 shares of Common Stock to the Purchasers as repayment of the remaining $435,950 aggregate principal amount and $18,063 in accrued and unpaid interest thereon. On March 23, 2018, the Company paid off the remaining $735,000 of principal and $20,699 in interest due on the second tranche debt in cash with proceeds from the March 23, 2018 equity financing. The fair value of the conversion option liability was again revalued at March 23, 2018 using the Black-Scholes-Merton model using the following criteria: stock price of $0.21 per share, expected life of 0.11 years, volatility of 288.16%, risk free rate of 1.69% and dividend rate of 0%, resulting in an increase of $174,754 to the fair value of the conversion option liability and included in the change in fair value of warrants and conversion option liability in the statements of operations. The underlying debt was paid off in March of 2018 and the $286,595 conversion option liability was written off to other income in the statements of operations. December 2016 Convertible Notes In December 2016, Napo entered into a note purchase agreement which provided for the sale of up to $12,500,000 face amount of notes and issued convertible promissory notes (the Napo December 2016 Notes) in the aggregate face amount of $2,500,000 to three lenders and received proceeds of $2,000,000 which resulted in $500,000 of original issue discount. In July 2017, Napo issued convertible promissory notes (the Napo July 2017 Notes) in the aggregate face amount of $7,500,000 to four lenders and received proceeds of $6,000,000 which resulted in $1,500,000 of original issue discount. The Napo December 2016 Notes and the Napo July 2017 Notes mature on December 30, 2019 and bear interest at 10% with interest due each six-month period after December 30, 2016. On June 30, 2017, the accrued interest of $125,338 was added to principal of the Napo December Notes, and the new principal balance became $2,625,338. Interest may be paid in cash or in the stock of Jaguar per terms of the note purchase agreement. In each one year period beginning December 30, 2016, up to one-third of the principal and accrued interest on the notes may be converted into the common stock of the merged entity at a conversion price of $0.925 per share. The Company assumed these convertible notes at fair value of $11,161,000 as part of the Napo Merger. The $1,035,661 difference between the fair value of the notes and the principal balance is being amortized over the twenty-nine (29) month period from July 31, 2017 to December 31, 2019 or $178,562 and is recorded as a contra interest expense in the statements of operations. Interest expense is paid every nine months through the issuance of common stock. On March 16, 2018, $534,775 of interest accrued through January 31, 2018 and $169,950 of certain legal expenses were paid through the issuance of 4,285,423 shares of the Company's common stock. At September 30, 2018 and December 31, 2017, the unamortized balance of the convertible note payable is $10,661,026 and $10,982,438 which are included in Convertible Long-term Debt on the balance sheet. Long-term Debt As of September 30, 2018 and December 31, 2017, the net Jaguar long-term debt obligation was as follows: September 30, December 31, 2018 2017 Debt and unpaid accrued end-of-term payment $ — $ 1,636,639 Unamortized note discount — (6,615) Unamortized debt issuance costs — (20,780) Net debt obligation $ — $ 1,609,244 Current portion of long-term debt $ — $ 1,609,244 Long-term debt, net of discount — — Total $ — $ 1,609,244 Interest expense on the Jaguar long-term debt for the three and nine months ended September 30, 2018 and 2017 was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Nominal interest $ — $ 36,906 $ 19,344 $ 183,040 Accretion of debt discount — 7,712 20,779 29,351 Accretion of end-of-term payment — 32,109 52,561 122,269 Accretion of debt issuance costs — 24,038 6,616 91,562 $ — $ 100,765 $ 99,300 $ 426,222 In August 2015, the Company entered into a loan and security agreement with a lender for up to $8.0 million, which provided for an initial loan commitment of $6.0 million. The agreement has a term of three years, with interest only payments through February 29, 2016. Thereafter, principal and interest payments will be made with an interest rate of 9.9%. Additionally, there will be a balloon payment of $600,000 on August 1, 2018 (as modified in the third amendment to the Loan Agreement). This amount is being recognized over the term of the loan agreement and the effective interest rate, considering the balloon payment, is 15.0%. Proceeds to the Company were net of a $134,433 debt discount under the terms of the loan agreement. On April 21, 2016, the loan and security was amended upon which the Company repaid $1.5 million of the debt out of restricted cash. The amendment modified the repayment amortization schedule providing a four-month period of interest only payments for the period from May through August 2016. On July 7, 2017, the Company entered into the third amendment to the Loan Agreement upon which the Company paid $1.0 million of the outstanding loan balance, and the Lender waived the prepayment charge associated with such prepayment. The Third Amendment modified the repayment schedule providing a three-month period of interest only payments for the period from August 2017 through October 2017. On March 23, 2018, the Company paid off the remaining $689,345 of principal, $4,471 of interest, and the end-of-term payment of $600,000 in cash with proceeds from the March 23, 2018 equity financing. Notes Payable As of September 30, 2018 and December 31, 2017, the net Jaguar short-term notes payable was as follows: September 30, December 31, 2018 2017 December 2017 note payable $ 1,587,500 $ 1,587,500 February 2018 note payable 2,240,909 — March 2018 note payable 1,090,341 — $ 4,918,750 $ 1,587,500 Less: unamortized net discount and debt issuance costs (386,798) (446,347) Net convertible notes payable obligation $ 4,531,952 $ 1,141,153 Interest expense on the Jaguar short-term notes payable for the three and nine months ended September 30, 2018 and 2017 was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Nominal interest $ 103,581 $ — $ 254,890 $ — Accretion of debt discount 541,847 — 1,080,799 — Total interest expense on convertible debt $ 645,428 $ — $ 1,335,689 $ — December 2017 Note On December 8, 2017, the Company entered into a securities purchase agreement with CVP pursuant to which the Company issued a promissory note in the aggregate principal amount of $1,587,500 for an aggregate purchase price of $1,100,000. The Note carries an original issue discount of $462,500, and the initial principal balance also includes $25,000 to cover CVP's transaction expenses. The Company will use the proceeds for general corporate purposes. The Note bears interest at the rate of 8% per annum and matures on September 8, 2018. On August 2, 2018, the Company and CVP amended the December 2017 Note agreement, extending the maturity date from September 8, 2018 to August 26, 2019, and limiting the aggregate amount that CVP is permitted to redeem on a monthly basis to $500,000, which amount is the maximum aggregate amount for the Notes collectively. This amendment resulted in the Company accounting for the transaction as a troubled debt restructuring, under which the carrying amount of the note payable remained unchanged but interest expense is computed using a new effective rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the note. The principal balance of the note is included in notes payable in the current liabilities section of the balance sheet. February 2018 Note On February 26, 2018, the Company entered into a securities purchase agreement with CVP, pursuant to which the Company issued to CVP a promissory note in the aggregate principal amount of $2,240,909 for an aggregate purchase price of $1,560,000. The Note carries an original issue discount of $655,909, and the initial principal balance also includes $25,000 to cover CVP's transaction expenses. The Company will use the proceeds for general corporate purposes and working capital. The Note bears interest at the rate of 8% per annum and matures on August 26, 2019. The balance of the note payable as of September 30, 2018 of $2,073,679 consisting of the $2,240,909 face value of the note less note discounts of $167,230, is included in notes payable in the current liabilities section of the balance sheet. March 2018 Note On March 21, 2018, the Company entered into a securities purchase agreement with CVP, pursuant to which the Company issued to CVP a promissory note in the aggregate principal amount of $1,090,341 for an aggregate purchase price of $750,000. The Note carries an original issue discount of $315,341, and the initial principal balance also includes $25,000 to cover CVP's transaction expenses. The Company will use the proceeds to fully repay certain prior secured and unsecured indebtedness. The Note bears interest at the rate of 8% per annum and matures on September 21, 2019. The balance of the note payable as of September 30, 2018 of $870,773 consisting of the $1,090,341 face value of the note less note discounts and debt issuance costs of $219,568, is included in notes payable in the current liabilities section of the balance sheet. During the three months ended September 30, 2018, it was discovered that an error was made in the accounting for the restructuring of notes payable with CVP that dated back to the three months ended March 31, 2018. The Company improperly did not account for the transaction as a debt extinguishment. This error led to the understatement of other expense by approximately $798,000 for the three months ended March 31, 2018 and the understatement of short-term notes payable by $798,000 as of March 31, 2018. This error also led to the overstatement of other expense by approximately $322,000 for the three months ended June 30, 2018 and the understatement of short term notes payable by approximately $476,000 as of June 30, 2018. The Company did not deem this error to be material to its consolidated financial statements for the first and second quarter of 2018 and corrected the error via an out of period adjustment recorded to other expense and short term notes payable in the three months ended September 30, 2018. Warrants The Company's warrant activity is summarized as follows for the nine months ended September 30, 2018 and for the year ended December 31, 2017: Nine Months Ended Year Ended September 30, December 31, 2018 2017 Beginning balance 321,314 397,904 Warrants granted 889,921 106,376 Warrants exercised — (60,553) Warrants cancelled (50,553) (122,413) Ending balance 1,160,682 321,314 |