Financing | 9 Months Ended |
Sep. 30, 2014 |
Disclosure Text Block Supplement [Abstract] | ' |
Financing | ' |
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(16) Financing |
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Loan and Security Agreement |
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On September 30, 2014, the Company executed a loan and security agreement with Oxford Finance LLC, (“Oxford”). Under the agreement, Oxford committed to lend the Company up to an aggregate principal amount of $3,000,000 in one or more advances each of which is to be evidenced by a promissory note. The Company’s obligations to Oxford will be secured by the specific laboratory, manufacturing, office or computer equipment financed under the agreement. Each equipment advance will include interest at a fixed interest rate equal to the greater of 7.5% per annum and 7.27% plus the three-month U.S. Libor Rate per annum, set at the time of funding. The principal amount of each equipment advance will be repaid in 36 monthly installments commencing on the applicable amortization date, which is July 1, 2015 for any equipment advance made on or before June 30, 2015, and is the first monthly payment date for any equipment advance made on or after July 1, 2015. Monthly installments payable prior to July 1, 2015 will consist of accrued interest only and monthly installments payable on or after July 1, 2015 will consist of principal and accrued interest. |
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The Company is required to pay a final payment in an amount equal to 5.7% of the aggregate advanced amount under each equipment advance at the time that the final monthly installment is due or such earlier date as specified in the loan and security agreement. The final payments will be accrued as interest expense over the term of each equipment advance using the effective interest method. The weighted average annual effective interest rate on the notes payable based on the amount advanced through September 30, 2014, including accrual of the final payment, is 11.1%. If the Company prepays all or a portion of the principal amount of any equipment advance prior to maturity, it will be required to pay Oxford a prepayment fee of between 1% and 3% of the principal amount of such equipment advance. |
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As of September 30, 2014, the Company had received approximately $893,000 in advances under the loan and security agreement and an additional $2,107,000 remained available under the agreement. Aggregate future minimum payments, reflecting payments on outstanding principal plus interest, due under the loan and security agreement as of September 30, 2014 were as follows (in thousands): |
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Year ending December 31, | | | | | | | | | | | | | | | |
2014 | | $ | 11 | | | | | | | | | | | | | |
2015 | | | 200 | | | | | | | | | | | | | |
2016 | | | 333 | | | | | | | | | | | | | |
2017 | | | 333 | | | | | | | | | | | | | |
2018 | | | 168 | | | | | | | | | | | | | |
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Total minimum payments | | | 1,045 | | | | | | | | | | | | | |
Less amount representing interest | | | (152 | ) | | | | | | | | | | | | |
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Notes payable, gross | | | 893 | | | | | | | | | | | | | |
Unamortized facility fee | | | (30 | ) | | | | | | | | | | | | |
Accrual of final payment | | | — | | | | | | | | | | | | | |
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Notes payable, balance | | | 863 | | | | | | | | | | | | | |
Less current portion of notes payable | | | (59 | ) | | | | | | | | | | | | |
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Non-current portion of notes payable | | $ | 804 | | | | | | | | | | | | | |
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The loan and security agreement includes standard affirmative and restrictive covenants, but does not include any covenants to attain or maintain any financial metrics, and also includes standard events of default, including payment defaults, breaches of covenants following any applicable cure period, a material impairment in the perfection or priority of Oxford’s security interest or in the value of the collateral, a material impairment of the prospect of repayment of the loans and a material adverse change in the business, operations or conditions of the Company. Upon the occurrence of an event of default and following any applicable cure periods, a default interest rate of an additional 5% may be applied to the outstanding loan balances, and Oxford may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the loan and security agreement. |
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10 |
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The Company assessed all terms and features of the Note Agreement in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Note Agreement, including put and call features. The Company determined that all features of the Note Agreement are clearly and closely associated with a debt host and do not require bifurcation as a derivative liability, or the fair value of the feature is immaterial. The Company will continue to reassess the features to determine if they require separate accounting on a quarterly basis. |
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February 10, 2014 Follow-on Underwritten Public Offering |
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On February 10, 2014, the Company closed a follow-on underwritten public offering, in which it sold 7,867,438 shares of common stock at a price to the public of $4.00 per share and pre-funded warrants to purchase up to 2,158,750 shares of common stock at a price to the public of $3.99 per share for aggregate gross proceeds of $40.1 million. The pre-funded warrants have an exercise price of $0.01 per share and will expire if not exercised by February 10, 2021. The net proceeds to the Company from the offering, after deducting underwriters’ discounts and commissions and other offering costs and expenses and excluding the proceeds of the exercise of the warrants, if any, were approximately $37.2 million. |
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September 30, 2013 Follow-on Underwritten Public Offering |
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On September 30, 2013, the Company closed a follow-on underwritten public offering, in which it sold 13,727,251 shares of common stock at a price to the public of $1.55 per share and pre-funded warrants to purchase up to 4,175,975 shares of common stock at a price to the public of $1.54 per share for aggregate gross proceeds of $27.7 million. The pre-funded warrants have an exercise price of $0.01 per share and will expire if not exercised by September 30, 2020. The net proceeds to the Company from the offering, after deducting underwriters’ discounts and commissions and offering costs and expenses and excluding the proceeds of the exercise of the warrants, if any, were approximately $25.7 million. |
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May 7, 2013 Follow-on Underwritten Public Offering |
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On May 7, 2013, the Company closed a follow-on underwritten public offering, in which it sold 17,500,000 shares of common stock, together with matching warrants to purchase up to 17,500,000 shares of common stock, and pre-funded warrants to purchase up to 15,816,327 shares of common stock, together with matching warrants to purchase up to 15,816,327 shares of common stock, for aggregate gross proceeds of $16.5 million as follows: |
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| | Combined Price | | | Common | | | Pre-funded | | | Matching | |
to the Public | Stock | Warrants | Warrants |
(per share of | | | |
common stock) | | | |
Common stock and matching warrants sold (shares) | | $ | 0.5 | | | | 17,500,000 | | | | — | | | | 17,500,000 | |
Pre-funded warrants and matching warrants sold (shares) | | $ | 0.49 | | | | — | | | | 15,816,327 | | | | 15,816,327 | |
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Total (shares) | | | | | | | 17,500,000 | | | | 15,816,327 | | | | 33,316,327 | |
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Warrant exercise price (per share) | | | — | | | | — | | | $ | 0.01 | | | $ | 0.47 | |
Term of warrant (years) | | | — | | | | — | | | | 7 | | | | 5 | |
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The net proceeds to the Company from the offering, after deducting underwriters’ discounts and commissions and offering costs and expenses and excluding the proceeds of the future exercise of the warrants, if any, were approximately $14.5 million. |
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The warrants and the pre-funded warrants each provide that, after the second anniversary of the date of issuance, the Company may redeem the warrants for $0.01 per share of common stock issuable on exercise of the warrants following 30 days’ prior written notice to the holder if the closing price of the common stock for 20 or more trading days in a period of 30 consecutive trading days is greater than or equal to $2.80. |