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Unsecured Promissory Notes and Warrants
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
Unsecured Promissory Notes and Warrants

Note 11 - Unsecured Promissory Notes and Warrants

 

On June 7, 2016, the Company entered into a Note and Warrant Purchase Agreement (the “2016 Purchase Agreement”) with certain accredited investors identified therein under which the Company issued and sold unsecured promissory notes (“Notes”) and common stock warrants (“Warrants”) resulting in total gross proceeds to the Company of approximately $1,187,000 over multiple closings under the Purchase Agreement during June 2016. The outstanding principal under the Notes accrues interest at a rate of 11% per annum. The Company is required to make interest only payments on a semi-annual basis, and all outstanding principal under the Notes is repayable in cash in June 2019, the third anniversary of the date of issuance. In connection with the transactions contemplated by the 2016 Purchase Agreement, the Company incurred approximately $13,000 in legal fees.

 

In addition to the Notes, the Company issued Warrants to purchase approximately 2.4 million shares of the Company’s common stock to the Note investors. The Warrants are exercisable at $0.30 per share for a period of 5 years from the issuance date. The Warrants issued under the 2016 Purchase Agreement are indexed to the Company’s common stock, therefore, the Company is accounting for the Warrants as a component of equity.

 

The approximately $1,187,000 in gross proceeds from the 2016 Purchase Agreement, along with the legal fees of approximately $13,000, were allocated between the Notes and Warrants based on their relative fair values. The portion of the gross proceeds allocated to the Warrants of approximately $393,000 was accounted for as additional paid-in capital. Approximately $4,000 of the legal fees were allocated to the Warrants and recorded as a reduction to additional paid-in capital. The remainder of the gross proceeds of approximately $794,000, net of the remainder of the fees of approximately $9,000, was allocated to the Notes with the fair value of the Warrants resulting in a debt discount. The debt discount is being amortized to interest expense using the effective interest method in accordance with ASC 835 over the term of the 2016 Purchase Agreement.

 

For the three and six months ended June 30, 2017, approximately $27,000 and $54,000, respectively, was recognized as amortization of debt discount and is included in interest expense on the condensed consolidated interim statement of operations and comprehensive loss. For the three and six months ended June 30, 2016, approximately $6,000 was recognized as amortization of debt discount and is included in interest expense on the condensed consolidated interim statement of operations and comprehensive loss.

 

For the three and six months ended June 30, 2017, approximately $33,000 and $66,000, respectively, of interest expense has been incurred. As of June 30, 2017, approximately $12,000 is included in accrued expenses on the condensed consolidated interim balance sheet. As of June 30, 2017 and December 31, 2016, the portion of the outstanding unsecured promissory notes due to entities controlled by a member of management and to the majority shareholder amounted to $30,000 and $300,000, respectively.