Credit Facility and Term Loans | 6. The Company’s credit facility consisted of the following as of December 31, 2020 and March 31, 2021: December 31, 2020 March 31, 2021 (in thousands) MidCap Credit Facility $ 12,905 $ 15,085 Less: deferred debt issuance costs (702 ) (757 ) Less: discount associated with issuance of warrants (13 ) (9 ) Total MidCap Credit Facility $ 12,190 $ 14,319 MidCap Credit Facility and Term Loan On November 23, 2018, the Company entered into the three-year Funding IV Trust (“MidCap”) as agent and lenders party thereto (the “Lenders”) a rate of the London Interbank Offered Rate (“LIBOR”) On December 1, 2020, the Company, certain of the Company’s subsidiaries and MidCap entered into an amendment to the Credit Facility, (i) providing for a $30.0 million revolving credit facility, which could be increased, subject to certain conditions, to $50.0 million, The Credit Facility contained a minimum liquidity financial covenant that required the Company to maintain a minimum of $6.5 million in cash on hand or availability in the Credit Facility. The Company was in compliance with the financial covenants contained within the Credit Facility as of December 31, 2020 and March 31, 2021. As of December 31, 2020, there was $12.9 million outstanding on the Credit Facility and an available balance of approximately $1.4 million and as of March 31, 2021, there was $15.1 million outstanding on the Credit Facility. The Company recorded interest expense from the Credit Facility of approximately $0.5 million and $ 0.3 0.1 Subsequent to the three months ended March 31, 2021, the Company paid off all obligations owing under, and terminated, the Credit Facility (Note 12). Horizon Term Loan On December 31, 2018, the Company entered into a term loan agreement (the “Horizon Loan Agreement”) with Horizon Technology Finance Corporation (“Horizon”). As part of the Horizon Loan Agreement, the Company obtained a four-year exceeded 2.50% for outstanding borrowings, and payments on principal were made on a monthly basis. On December 1, 2020, the Company paid off all remaining obligations under the Horizon Term Loan for $15.0 million and terminated the Horizon Term Loan. The Company recorded interest expense from the Horizon Term Loan of $0.5 million and $0.0 million for the three months ended March 31, 2020 and 2021, respectively, which included $0.1 million and $ million, respectively, relating to debt issuance costs High Trail Loan December 2020 Note On December 1, 2020, the Company refinanced the Horizon Term Loan through the issuance of the December 2020 Note to High Trail SA. The Company received gross proceeds of $38.0 million in exchange for the December 2020 Note with an aggregate principal amount of $43.0 million. The December 2020 Note was to be repaid over 24 equal monthly cash payments of $1.8 million. The December 2020 Note consisted of the following as of December 31, 2020 and March 31, 2021: December 31, 2020 March 31, 2021 (in thousands) December 2020 Note $ 43,000 $ 37,600 Less: deferred debt issuance costs (2,207 ) (1,717 ) Less: discount associated with issuance of warrants (9,839 ) (7,842 ) Less: discount associated with original issuance of loan (4,692 ) (3,740 ) High Trail warrant 31,821 67,609 Total December 2020 Note 58,083 91,910 Less-current portion (21,600 ) (21,600 ) Term loan-non current portion $ 36,483 $ 70,310 The December 2020 Note contained a minimum liquidity financial covenant that required the Company to maintain a minimum of $10.0 million in unrestricted cash on hand. to maintain Adjusted EBITDA amounts for the 12-month period ending on such day, as defined in the December 2020 Note. The Company was in compliance with the December 2020 Note’s financial covenants as of December 31, 2020 and March 31, 2021. High Trail February 2021 Note On February 2, 2021, the Company entered into a securities purchase agreement with High Trail Investments ON LLC (“High Trail ON” and, together with High Trail SA, “High Trail”) for a 0% coupon senior secured promissory note in an aggregate principal amount of $16.5 million (as amended, the “February 2021 Note”) that was to mature on February 1, 2023. February 2021 Note consisted of the following as of March 31, 2021: March 31, 2021 (in thousands) February 2021 Note $ 16,500 Less: deferred debt issuance costs (1,331 ) Less: discount associated with issuance of warrants (7,407 ) Less: discount associated with original issuance of loan (2,368 ) High Trail warrant 8,026 Total February 2021 Note 13,420 Less-current portion — Term loan-non current portion $ 13,420 The Company recorded interest expense from December 2020 Note of $1.1 million for the year-ended December 31, 2020, which included $0.2 million relating to debt issuance costs. The Company recorded interest expense from December 2020 Note and February 2021 Note of $3.9 million for the quarter-ended March 31, 2021, which included $0.5 million relating to debt issuance costs. The Company was in compliance with February 2021 Note financial covenants as of March 31, 2021. Warrants In connection with the issuance of the December 2020 Note, the Company issued to High Trail SA a warrant to purchase an aggregate of 2,864,133 shares of its common stock at an exercise price of $9.01 per share (the “December Warrant”). The December Warrant initially provided that it would be exercisable on June 1, 2021, expire five years from the date of issuance and be exercisable on a cash basis, unless there was not an effective registration statement covering the resale of the shares issuable upon exercise of the December Warrant, in which case the December Warrant would also be exercisable on a cashless exercise basis at High Trail SA’s election. The December Warrant included a provision that gave the Company the right to require High Trail SA to exercise the December Warrant if the price of the common stock of the Company exceeded 200% of the exercise price of the December Warrant for 20 consecutive trading days and certain other conditions were satisfied. The Company utilized the Monte-Carlo Simulation model to determine the fair value of the December Warrant. Due to the complexity of the warrants issued, the Company uses an outside expert to assist in providing the mark to market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. Inputs used to determine estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. Generally, increases (decreases) in the fair value of the underlying stock and estimated term result in a directionally similar impact to the periodic fair value measurement of the outstanding warrant liability, and are recorded within the Change in fair market value of warranty line item on the statement of operations. On February 8, 2021, the Company entered into a letter agreement with High Trail SA (the “Letter Agreement”), pursuant to which, among other things, (i) the Company and High Trail SA agreed to amend the terms of the December Warrant, to provide that the December Warrant was immediately exercisable on a cash basis, (ii) High Trail SA agreed to exercise 980,000 shares of the Company’s common stock subject to the December December December (the “Stockholder Meeting”) to issue shares of the Company’s common stock in excess of the limitations imposed by Nasdaq Listing Standard Rule 5635(a) and/or 5635(d) (collectively, the “Nasdaq Rules”) pursuant to the Additional Warrant (as defined below), the Note, the February Note, that certain Warrant to purchase common stock issued by the Company to High Trail ON on February 2, 2021 (as amended, the “ February Warrant ”) and that certain Asset Purchase Agreement, dated February 2, 2021, by and among the Company and Truweo , LLC, as purchaser, Healing Solutions, Jason R. Hope, and for the purposes of Section 5.11 and Article VII, Super Transcontinental Holdings LLC (the “Asset Purchase Agreement”), (v) the Company agreed to issue to High Trail SA a warrant to purchase 750,000 shares of the Company’s common stock (the “Additional Warrant”), (vi) the Company agreed to prepare and file by March 26, 2021 a registration statement (the “Registration Statement”) with the Securities and Exchange Commission for the purpose of registering for resale the December Warrant Shares and the shares issuable upon exercise of the Penny Warrant (the “Penny Warrant Shares”), and (vii) High Trail SA agreed, for the first 30 days following the effectiveness of the Registration Statement, not to sell, or otherwise transfer or dispose of the December Warrant Shares or Penny Warrant Shares on any day in an amount that is greater than 10 % of the trading volume of the Company’s common stock for such day. Pursuant to the Letter Agreement, High Trail SA exercised the December Warrant The 2022 Note Amendment and the 2023 Note Amendment amend the December 2020 Note and the February 2021 Note, respectively, to provide that no shares of common stock may be issued pursuant thereto unless the Company obtains the Stockholder Approvals to issue shares of Company’s common stock pursuant thereto in excess of the limitations imposed by the Nasdaq Rules. The Warrant Amendment amends the February Warrant to provide that: (i) it may only be exercised for up to 134,348 shares of Company’s common stock unless the Company obtained the Stockholder Approval contemplated by the Nasdaq Rules to issue additional shares of Company’s common stock in excess of 134,348 shares, (ii) its term shall be the later of five years from the date of issuance and the date that is one year from the date that the Stockholder Approvals are obtained, and (iii) the beneficial ownership limitation is increased from 4.99% to 9.99%. As of December 1, 2020, the initial fair value of the December Warrant on issuance was $10.5 million, which has been recorded as a debt discount against the December 2020 Note. During the year ended December 31, 2020, the fair value amount of this warrant liability was approximately $31.8 million which includes a change of fair value impact of approximately $21.3 million. During the quarter ended March 31, 2021, the fair value amount of the December 2020 Note and February 2021 Note warrant liability was approximately $75.6 million which includes a change of fair value impact of approximately $50.3 million which includes change in fair value of warrant liability and loss on initial issuance of warrant. The December Warrant is classified as a liability on the consolidated balance sheet as the December Warrant contains certain change of control provisions that would benefit the holder as it relates to the calculation of the value of the warrant under certain circumstances. Interest Expense, Net Interest expense, net consisted of the following for the three months ended March 31, 2020 and 2021: Three Months Ended March 31, 2020 March 31, 2021 (in thousands) Interest expense $ 1,133 $ 4,753 Interest income (24 ) (333 ) Total Interest expense, net $ 1,109 $ 4,420 |