LONG-TERM DEBT | 9. LONG-TERM DEBT As of March 31, 2021, and December 31, 2020, the long-term debt is as follows: SCHEDULE OF LONG-TERM DEBT March 31, December 31, Long-term debt, net of debt discount of $ 3,450 5,061 $ 15,940 $ 16,329 Less: current portion, net of debt discount of $ 0 0 - - Long-term debt $ 15,940 $ 16,329 On May 22, 2020, the Company (along with its subsidiary VBI Cda) entered into the Loan Agreement with K2 HealthVentures LLC and any other lender from time to time party thereto (the “Lenders”) pursuant to which we received the first tranche secured term loan of $ 20 million (the “First Tranche Term Loan”). The Lenders agreed to make available the following additional tranches subject to the following conditions and upon the submission of a loan request by the Company: (1) up to $10 million available between January 1, 2021 and April 30, 2021 upon achievement of certain milestones (the “Second Tranche Term Loan”), (2) $10 million available between the closing date and December 31, 2021, subject to achievement of a certain U.S. Food and Drug Administration approval (the “Third Tranche Term Loan”), and (3) a final tranche of up to $ 10 million that can be made available any time prior to June 30, 2022, subject to the advance of the Third Tranche Term Loan, satisfactory review by the administrative agent of our financial and operating plan, and approval by the Lenders’ investment committee (the “Fourth Tranche Term Loan” ). Pursuant to the Loan Agreement, the Lenders originally had the ability to convert, at the Lenders’ option, up to $ 4 million of the secured term loan into common shares of the Company at a conversion price of $ 1.46 per share (“K2 conversion feature”) until the maturity date of June 1, 2024 2 million of the secured term loan into 1,369,863 common shares at a conversion price of $ 1.46 . The Lenders have the ability to convert an additional $2 million at the Lenders’ option. The Administrative Agent has determined that sufficient Second Tranche Milestones have been satisfied to enable the Company to request draw down of the Second Tranche Term Loan up to the Second Tranche Maximum Amount (as such terms are defined in the Loan Agreement). The Company and the Lenders are in the process of amending the Loan Agreement to extend the Second Tranche Availability Period. In connection with the Loan Agreement, on May 22, 2020, the Company issued the Lenders a warrant to purchase up to 625,000 1.12 The number of common shares issuable pursuant to the K2 Warrant, at any given time, is determined by the aggregate original principal amount of the loans advanced at that time pursuant to the Loan Agreement multiplied by 3.5% and divided by the Warrant Price. If the full $50 million available in all K2 tranches is advanced pursuant to the Loan Agreement, up to 1,562,500 common shares will be issuable pursuant to the K2 Warrant. May 22, 2030 The total proceeds attributed to the K2 Warrant was $ 1,181 based on the relative fair value of the K2 Warrant as compared to the sum of the fair values of the K2 Warrant, K2 conversion feature and debt. The effective conversion price of the K2 conversion feature of $ 1.52 was determined to be less than the fair value of the underlying common stock at the date of commitment, resulting in a beneficial conversion feature (“BCF”) at that date. The intrinsic value of the BCF was $ 2,577 and recorded to additional paid-in capital. The K2 warrant and the K2 conversion feature resulted in the debt being issued at a discount. The Company also incurred $ 1,021 of debt issuance costs and is required to make a final payment equal to 6.95% of the aggregate original secured term loan principal on the maturity date of the term loan, or upon earlier prepayment of the term loans in accordance with the Loan Agreement, resulting in an additional discount of $ 1,390 . The total initial debt discount is $ 6,169 . Upon receipt of additional funds under the Loan Agreement, additional common shares will be issuable pursuant to the K2 Warrant as determined by the principal amount of the additional funds advanced multiplied by 3.5% and divided by the Warrant Price, and the final payment will increase by 6.95% of the funds advanced. The total principal amount of the loan under the Loan Agreement outstanding at March 31, 2021, including the $1,390 final payment discussed above, is $ 19,390 . The principal amount of the loan made under the Loan Agreement accrues interest at an annual rate equal to the greater of (a) 8.25% or (b) prime rate plus 5.00% . The interest rate as of March 31, 2021 was 8.25% . The Company is required to pay only interest until July 1, 2022. If there is no Event of Default (as defined in the Loan Agreement) and a Third Tranche Term Loan of $ 10 million is made upon the achievement of a certain milestone then the interest only period is extended to January 1, 2023 . The effective interest rate on the remaining loan of $ 18,000 18.14% . Upon the occurrence of an Event of Default, and during the continuance of an Event of Default, the applicable rate of interest, described above, will be increased by 5.00% June 1, 2024 The obligations under the Loan Agreement are secured on a senior basis by a lien on substantially all of the assets of the Company and its subsidiaries other than intellectual property. The subsidiaries of the Company, other than VBI Cda and SciVac HK, are guarantors of the obligations of the Company and VBI Cda under the Loan Agreement. The Loan Agreement also contains customary events of default. The total initial debt discount related to the Loan Agreement with K2 HealthVentures LLC and the term loan facility with Perceptive Credit Holdings, LP is $ 6,169 and $ 4,018 , respectively. As of March 31, 2021, and December 31, 2020, the unamortized debt discount was $ 3,450 and $ 5,061 respectively. The debt discount is being charged to interest expense, net of interest income in the condensed consolidated statement of operations and comprehensive loss using the effective interest method over the term of the debt. During the three months ended March 31, 2021, as a result of the conversion of term loan to common shares, $ 1,161 of additional interest accretion was recognized in interest expense, net of interest income in the condensed consolidated statement of operations and comprehensive loss. At March 31, 2021 and December 31, 2020, the fair value of our outstanding debt, which is considered level 3 in the fair value hierarchy, is estimated to be $ 18,921 20,117 , respectively. Interest expense, net of interest income recorded in the three months ended March 31, 2021 and 2020 was as follows: SCHEDULE OF INTEREST EXPENSE 2021 2020 Three months ended March 31 2021 2020 Interest expense $ 389 $ 475 Amortization of debt discount 1,611 239 Interest income (188 ) (132 ) Total interest expense, net of interest income $ 1,812 $ 582 Interest expense and amortization of debt discount for the three months ended March 31, 2021 does not include any amounts incurred to a related party. Interest expense and amortization of debt discount for the three months ended March 31, 2020 was fully incurred to a related party. The following table summarizes the future principal payments due under long-term debt: SCHEDULE OF FUTURE PRINCIPAL OF LONG-TERM DEBT Principal Remaining 2021 $ - 2022 4,215 2023 8,980 2024 6,195 Total $ 19,390 |