Outstanding Debt | Note 8 — Outstanding Debt The fair value and face value principal of outstanding debt as of the dates indicated is as follows: Contractual Stated Interest Rate Conversion Price per Share Face Value Principal Outstanding Fair Value December 2018 Senior Secured Convertible Note (1) December 31, 2020 7.875 % $ 1.60 $ — $ — November 2019 Senior Secured Convertible Note (2) September 30, 2021 7.875 % $ 1.60 $ 6,006 $ 6,900 April 2020 Senior Convertible Note (3) April 30, 2022 7.875 % $ 5.00 $ 4,111 $ 4,600 August 2020 Senior Secured (4) August 6, 2022 7.875 % $ 5.00 $ 7,750 $ 8,720 Balance as of September 30, 2020 $ 17,867 $ 20,220 December 2018 Senior Secured Convertible Note (1) December 31, 2020 7.875 % $ 1.60 $ 1,692 $ 1,700 November 2019 Senior Secured Convertible Note (2) September 30, 2021 7.875 % $ 1.60 $ 7,000 $ 6,439 Balance as of December 31, 2019 $ 8,692 $ 8,139 (1) With respect to the December 2018 Senior Secured Convertible Note, in the nine months ended September 30, 2020, approximately $1,692 of principal repayments and approximately $6 of non-installment payments were settled through the issuance of 2,075,198 shares of the Company’s common stock with a fair value of approximately $2,901 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). The December 2018 Senior Secured Convertible Debt was paid in full as of June 4, 2020. (2) With respect to the November 2019 Senior Secured Convertible Note - Series A and Series B - in the nine months ended September 30, 2020, approximately $7,993 of Accelerated and Bi-Monthly Installment principal repayments and approximately $383 of non-installment payments were settled through the issuance of 5,337,484 shares of the Company’s common stock with a fair value of approximately $11,774 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). Subsequent to September 30, 2020, through November 4, 2020, approximately $1,720 of Accelerated and Bi-Monthly Installment principal repayments along with approximately $28 of corresponding non-installment payments were settled through the issuance of 1,182,266 shares of the Company’s common stock with a fair value of approximately $2,266 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). The November 2019 Senior Secured Convertible Note - Series B has a face value principal of approximately $7,000 and lender fees of approximately $700 (recognized as a current period other expense), resulting in cash proceeds of approximately $6,300 received by the Company, with such cash proceeds delivered to the Company by the investors on March 30, 2020, at their election under the prepayment provisions of the Series B note of the November 2019 Senior Secured Convertible Note. The November 2019 Senior Secured Convertible Notes - Series A and Series B - have a stated interest rate of 7.875% per annum to the extent the investor has funded the cash proceeds of each such respective Series A and Series B. During the period November 4, 2019 to March 29, 2020, during which period the Series B was not funded by the investor, the Company incurred interest expense of 3.0% per annum on the Series B $7.0 million face value principal. The (cash) payment of such 3.0% interest on the $7.0 million face value principal resulted in the recognition of approximately $53 of interest expense during the period January 1, 2020 through March 29, 2020, with such interest expense included in other income (expense) in the accompanying (unaudited) condensed consolidated statement of operations for the nine months ended September 30, 2020. (3) On April 30, 2020, the Company entered into a Security Purchase Agreement for the issue of a Senior Convertible Note with a face value principal of approximately $4,111 and lender fees of approximately $411 (recognized as a current period other expense), resulting in $3,700 cash proceeds received by the Company. - referred to as the April 2020 Senior Convertible Note. Additionally, under a separate agreement, the Company incurred a current period expense of approximately $120 with respect to the placement agent advisory fee. On the maturity date, the Company will pay the holder in cash all remaining outstanding principal and unpaid interest thereon. (4) The Company entered into a Securities Purchase Agreement (“SPA”) with an institutional investor (the “Investor”), and pursuant to the SPA, on August 6, 2020, the Company issued to the Investor a Senior Secured Convertible Note (the “August 2020 Senior Secured Convertible Note”) with a face value principal amount of $7,750 and $750 lender fee (recognized as a current period other expense), resulting in $7,000 cash proceeds received by the Company. On the maturity date, the Company will pay the holder in cash all remaining outstanding principal and unpaid interest thereon The August 2020 Senior Secured Convertible Note investor and its affiliates also hold the Company’s November 2019 Senior Secured Convertible Notes the April 2020 Senior Convertible Note. The August 2020 Senior Secured Convertible Note contains certain representations and warranties, covenants and indemnities for similar transactions as well as the past transactions entered into with the investor. The August 2020 Senior Secured Convertible Note contains certain redemption rights similar to the April 2020 Senior Convertible Note and security interest with a first priority line in all of our assets, including all of the Company’ current and future significant subsidiaries, similar to the November 2019 Senior Secured Convertible Notes. Subsequent to September 30, 2020, effective November 6, 2020, the Company entered into a waiver agreement with the holder of the April 2020 Senior Convertible Note and the August 2020 Senior Secured Convertible Note. Prior to the waiver agreement, the noteholder had the right, at any time from and after October 30, 2020, in its sole discretion, to require the Company to redeem all, or any portion, of the respective convertible notes. Under the waiver agreement, so long as no event of default has occurred and is continuing under the convertible notes (unless waived in writing by the holder of the convertible notes), the noteholder waived this redemption right until November 30, 2020. Furthermore, the waiver will be automatically extended for additional one-month periods, unless the noteholder delivers notice to the Company of an election to terminate the waiver prior to the then-current end date for the waiver. The changes in the fair value of debt during the three and nine months ended September 30, 2020 is as follows: December 2018 Senior Secured Convertible Note November 2019 Senior Secured Convertible Note Series A & Series B April 2020 Senior Convertible Note August 2020 Senior Secured Convertible Note Sum of Balance Sheet Fair Value Components Other Income (Expense) Fair Value - December 31, 2019 $ 1,700 $ 6,439 $ — $ — $ 8,139 Face value principal – issue date — 7,000 — — 7,000 Fair value adjustment – issue date — 2,600 — — 2,600 $ (2,600 ) Installment repayments – common stock (1,642 ) — — — (1,642 ) Non-installment payments – common stock (4 ) — — — (4 ) Non-installment payments – cash — (138 ) — — (138 ) Change in fair value 9 4,699 — — 4,708 (4,708 ) Lender Fee - November 2019 Senior Secured Convertible Note - Series B — — — — — (700 ) Fair Value at March 31, 2020 $ 63 $ 20,600 — $ — $ 20,663 Other Income (Expense) - Change in fair value - three months ended March 31, 2020 $ (8,008 ) Face value principal – issue date — — 4,111 — 4,111 Fair value adjustment – issue date — — (411 ) — (411 ) 411 Installment repayments – common stock (50 ) (5,695 ) — — (5,745 ) Non-installment payments – common stock (2 ) (242 ) — — (244 ) Non-installment payments – cash — — (54 ) — (54 ) Change in fair value (11 ) (2,363 ) 254 — (2,120 ) 2,120 Lender Fee - April 2020 Senior Convertible Note — — — — — (411 ) Fair Value at June 30, 2020 $ — $ 12,300 3,900 $ — $ 16,200 Other Income (Expense) - Change in fair value - three months ended June 30, 2020 $ 2,120 Face value principal – issue date — — — 7,750 7,750 Fair value adjustment – issue date — — — (750 ) (750 ) 750 Installment repayments – common stock — (2,298 ) — — (2,298 ) Non-installment payments – common stock — (141 ) — — (141 ) Non-installment payments – cash — — (81 ) (93 ) (174 ) Change in fair value — (2,961 ) 781 1,813 (367 ) 367 Lender Fee - August 2020 Senior Secured Convertible Note — — — — — (750 ) Fair Value at September 30, 2020 $ — $ 6,900 $ 4,600 $ 8,720 $ 20,220 Other Income (Expense) - Change in fair value - three months ended September 30, 2020 $ 367 Other Income (Expense) - Change in fair value - nine months ended September 30, 2020 $ (5,520 ) The changes in the fair value of debt during the three and nine months ended September 30, 2019 is as follows: December 2018 Senior Secured Convertible Note Other Income (Expense) Fair Value - December 31, 2018 $ 7,903 Installment repayments - common stock (52 ) Non-installment payments - common stock — Non-installment payments - cash (159 ) Change in fair value 559 $ (559 ) Fair Value - March 31, 2019 $ 8,251 Other Income (Expense) - Change in fair value $ (559 ) Installment repayments - common stock (1,480 ) Non-installment payments - common stock (22 ) Non-installment payments - cash (120 ) Change in fair value 161 $ (161 ) Fair Value - June 30, 2019 $ 6,790 Other Income (Expense) - Change in fair value $ (161 ) Installment repayments - common stock (1,850 ) Non-Installment repayments – common stock (90 ) Non-installment payments – cash — Change in fair value (379 ) $ 379 Fair Value - September 30, 2019 $ 4,472 Other Income (Expense) - Change in fair value – three months ended $ 379 Other Income (Expense) - Change in fair value - nine months ended September 30, 2019 $ (341 ) |