Convertible Debentures

12 Months Ended

Dec. 31, 2017

Convertible Debentures [Abstract]

Convertible Debentures

8. Convertible Debentures

On the Effective Date, and pursuant to the terms of the Plan, the Company entered into the 2016 SPA, pursuant to which the Company sold for a subscription price of $2,000,000, the Exit Facility, a 12% Original Issue Discount Senior Secured Convertible Debenture to HCI in the principal amount of $2,500,000, with a maturity date of June 30, 2018. The Exit Facility was convertible at HCI’s option at any time in whole or in part into shares of New Common Stock at a ratio of 1 share for every $3.75 of debt.

On November 17, 2016, the Company entered into a Securities Purchase Agreement with HCI, for which the Company sold for a subscription price of $750,000, the November 2016 Debenture, a 12% Original Issue Discount Senior Secured Convertible Debenture to HCI in the amount of $937,500, with a maturity date of June 30, 2018. The November 2016 Debenture was convertible at HCI’s option at any time, in whole or in part, into shares of New Common Stock at a ratio of 1 share for every $3.75 of debt.

In connection with the Public Offering, HCI converted $1,937,500 of the 2016 Debentures into 516,667 shares of New Common Stock. The Company recorded a loss of $1,018,475 on the conversion of the 2016 Debentures. The Company repaid the remaining outstanding balance of $1,500,000 using proceedings from the Public Offering

A summary of the Company’s convertible debentures is as follows:

	December  31, 2017		December 31, 2016
Exit Facility, net of $0 and $670,845 discount, respectively	$	-	$	1,829,155
November 2016 Debenture, net of $0 and $320,318 discount, respectively		-		617,182
Total debt		-		2,446,337
Less current portion		-		-
Long-term debt	$	-	$	2,446,337

For each of the six months ended June 30, 2016 and December 31, 2016 total amortization relating to the discount amounted to $387,965 and $250,308, respectively, and is included in interest expense on the accompanying consolidated statements of operations. For the year ended December 31, 2017 total amortization relating to the discount amounted to $330,388 and is included in interest expense on the accompanying consolidated statement of operations.

Due to the Company filing a voluntary petition for relief under Chapter 11 of Title 11 of the Bankruptcy Court, interest stopped accruing on the Predecessor’s company convertible debentures as of October 15, 2015. Additional contractual interest through June 30, 2016 would have resulted in $146,509 of additional interest. As of the Effective Date, in connection with the Plan, all of the outstanding debentures were converted into preferred stock in accordance with the Plan.

In connection with the 2016 Debentures, the Company bifurcated the conversion option from its debt host. The fair value of the conversion option liabilities were determined to be $503,971 at the date of issuance, utilizing a Black-Scholes model. Consequently, the Company recorded a discount of $503,971 on the debentures, which will be amortized over the term of the debenture, using the effective interest method. The fair value of the conversion option liabilities as of December 31, 2016 was $384,461. The significant assumptions the Company used to measure the fair value at December 31, 2016 and the date of issuance of the conversion option liability are as follows:

	Date of Issuance			December 31, 2016
Stock price	$	3.00		$	3.00
Term		1.62 – 2			1.5
Volatility		44 – 48.8	%		44.4%
Risk-free interest rate		0.58 – 0.873	%		0.966%
Exercise price	$	3.75		$	3.75