Outstanding Debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Outstanding Debt

Note 9 — Outstanding Debt

Convertible Notes

The fair value and face value principal of outstanding convertible notes as of December 31, 2020 and 2019 are as follows:

	Contractual Maturity Date	Stated Interest Rate			Conversion Price per Share		Face Value Principal Outstanding		Fair Value
November 2019 Senior Secured Convertible Note	September 30, 2021		7.875	%	$	1.60	$	956	$	1,270
April 2020 Senior Convertible Note	April 30, 2022		7.875	%	$	5.00	$	4,111	$	4,600
August 2020 Senior Secured Convertible Note	August 6, 2022		7.875	%	$	5.00	$	7,750	$	8,790
Balance as of December 31, 2020							$	12,817	$	14,660
December 2018 Senior Secured Convertible Note	December 31, 2020		7.875	%	$	1.60	$	1,692	$	1,700
November 2019 Senior Secured Convertible Note	September 30, 2021		7.875	%	$	1.60	$	7,000	$	6,439
Balance as of December 31, 2019							$	8,692	$	8,139

Senior Secured Convertible Note issued December 27, 2018 - (“December 2018 Senior Convertible Note”)

The Company previously issued a Senior Secured Convertible Note dated December 27, 2018, with a $7.75 million face value principal, a stated interest rate of 7.875% per annum, and, at the election of the holder, was convertible into shares of common stock of the Company at a contractual conversion price of $1.60 per share - the “December 2018 Senior Convertible Note”.

In the year ended December 31, 2020, with respect to the December 2018 Senior Convertible Notes, approximately $1,692 of installment principal repayments and the payment of interest thereon of approximately $6, were settled through the issuance of 2,075,198 shares of common stock of the Company, with a fair value of approximately $2,901 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company).

In the previous year ended December 31, 2019, with respect to the December 2018 Senior Convertible Notes, approximately $6,058 of installment principal repayments and the payment of interest thereon of approximately $200, were settled through the issuance of 7,773,110 shares of common stock of the Company, with a fair value of approximately $8,089 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). Additionally, approximately $279 of interest non-installment payments were paid in cash during the year ended December 31, 2019.

The December 2018 Senior Convertible Note was paid-in-full was paid in full as of June 4, 2020.

Senior Secured Convertible Note issued November 4, 2019 - Series A and Series B -

(“November 2019 Senior Convertible Notes”)

The Company previously issued a Senior Secured Convertible Note dated November 4, 2019, with a $14.0 million aggregate face value principal, a stated interest rate of 7.875% per annum (to the extent the investor has funded the cash proceeds), and, at the election of the holder, is convertible into shares of common stock of the Company at a contractual conversion price of $1.60 per share - the “November 2019 Senior Convertible Notes”. The November 2019 Senior Convertible Notes were comprised of a Series A and Series B, each with a $7.0 million face value principal, and each having a $0.7 million lender fee deducted from the cash proceeds when funded.

The November 2019 Senior Convertible Note - Series A was issued on November 4, 2019, with a face value principal of approximately $7,000 and a lender fee of approximately $700 (with such lender fee recognized as a current period other expense), resulting in approximately $6,300 of cash proceeds received by the Company on the issue date. Additionally, the Company incurred a current period expense of approximately $550, inclusive of a $410 placement agent advisory fee, along with legal fees.

The November 2019 Senior Convertible Note - Series B was issued on March 30, 2020, with a face value principal of approximately $7,000 and a lender fee of approximately $700 (with such lender fee recognized as a current period other expense), resulting in approximately $6,300 of cash proceeds received by the Company on the issue date. Additionally, the Company incurred a current period expense of approximately $410 with respect to a placement agent advisory fee.

The Company incurred interest expense of 3.0% per annum on the $7.0 million face value principal of the (unfunded) Series B during the period from November 4, 2019 to March 29, 2020 when the Series B was not funded. The (cash) payment of such 3.0% interest on the $7.0 million face value principal resulted in the recognition of approximately $53 and $33 of interest expense during the year ended December 31, 2020 and 2019, respectively, with such interest expense included in other income (expense).

With respect to the November 2019 Senior Convertible Notes, in the year ended December 31, 2020, approximately $13,044 of installment principal repayments and the payment of interest thereon of approximately $465, were settled through the issuance of 8,854,004 shares of common stock of the Company, with a fair value of approximately $18,802 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company). As of December 31, 2020, the November 2019 Senior Convertible Notes remaining unpaid outstanding face value principal was approximately $956.

Subsequent to December 31, 2020, on January 5, 2021, the repayment of the remaining face value principal of the November 2019 Senior Convertible Note of approximately $956, along with the payment of interest thereon of approximately $7, were settled with the issuance of 667,668 shares common stock of the Company, with a fair value of approximately $1,723 (with such fair value measured as the respective conversion date quoted closing price of the common stock of the Company), with such final conversion resulting in the November 2019 Senior Convertible Note being paid-in-full as of January 5, 2021.

Senior Convertible Note issued April 30, 2020 - (“April 2020 Senior Convertible Note”)

The Company issued a Senior Convertible Note dated April 30, 2020, with a face value principal of approximately $4,111, a stated interest rate of 7.875% per annum, and, at the election of the holder, is convertible into shares of common stock of the Company at a contractual conversion price of $5.00 per share - the “April 2020 Senior Convertible Note”.

The April 2020 Senior Convertible Note resulted in approximately $3,700 of cash proceeds received by the Company on the issue date, after a lender fee of approximately $411 (with such lender fee recognized as a current period other expense). Additionally, the Company incurred a current period expense of approximately $200, inclusive of a $120 placement agent advisory fee, along with legal fees.

The Company was required to pay the holder in cash all remaining outstanding unpaid face value principal at 115% of such principal amount plus unpaid interest thereon, on the April 30, 2022 maturity date.

In the year ended December 31, 2020, approximately $215 of interest non-installment payments were paid in cash.

The unpaid outstanding face value principal of the April 2020 Senior Convertible Note is approximately $4,111 as of December 31, 2020, of which such principal was repaid-in-full subsequent to December 31, 2020, as discussed herein below.

Senior Secured Convertible Note issued August 6, 2020 - (“August 2020 Senior Convertible Note”)

The Company issued a Senior Secured Convertible Note dated August 6, 2020, with a face value principal of approximately $7,750, a stated interest rate of 7.875% per annum, and, at the election of the holder, is convertible into shares of common stock of the Company at a contractual conversion price of $5.00 per share - the “August 2020 Senior Convertible Note”.

The August 2020 Senior Convertible Note resulted in approximately $7,000 of cash proceeds received by the Company on the issue date, after a lender fee of approximately $750 (with such lender fee recognized as a current period other expense). Additionally, the Company incurred a current period expense of approximately $50 with respect to legal fees.

The Company was required to pay the holder in cash all remaining outstanding unpaid face value principal at 115% of such principal amount plus unpaid interest thereon on the August 5, 2022 maturity date.

In the year ended December 31, 2020, approximately $246 of interest non-installment payments were paid in cash.

The unpaid outstanding face value principal of the April 2020 Senior Convertible Note is approximately $7,750 as of December 31, 2020, of which such principal was repaid-in-full subsequent to December 31, 2020, as discussed herein below.

Principal Repayments - April 2020 Senior Convertible Note and August 2020 Senior Convertible Note

Subsequent to December 31, 2020: on January 30, 2021, the Company paid in cash a $350 partial principal repayment of the April 2020 Senior Convertible Note; and on March 2, 2021, the Company paid in cash a total of $14,466 of principal repayments, resulting in both the April 2020 Senior Convertible Note and the August 2020 Senior Convertible Note being repaid-in-full as of such date.

Covenants - Sr Secured Convertible Notes and Senior Convertible Note

As of December 31, 2020, each of the November 2019 Senior Convertible Note, April 2020 Senior Convertible Note, and the August 2020 Senior Convertible Note were each held by the same investor and its affiliates.

Under the November 2019 Senior Convertible Notes and the April 2020 Senior Convertible Note, as such convertible notes are discussed above, the Company was subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, among other matters. Additionally, the April 2020 Senior Convertible Note contained a financial covenant requiring the Company to maintain available cash in the amount of approximately $1.8 million at the end of each quarter, with such amount increased to $2.0 million under the August 2020 Senior Convertible Note. As of December 31, 2020, the Company was in compliance with this financial covenant.

The August 2020 Senior Convertible Note contained substantively similar customary affirmative and negative covenants as those described above, as well as the past transactions entered into with the investor, including the November 2019 Senior Convertible Notes. The August 2020 Senior Secured Convertible Note contained security interest with a first priority in all of our assets, including all of the Company’s current and future significant subsidiaries, similar to the November 2019 Senior Secured Convertible Notes.

Notwithstanding, as noted above, subsequent to December 31, 2020: the November 2019 Senior Convertible Note was repaid-in-full as of January 5, 2021; and both the April 2020 Senior Convertible Note and the August 2020 Senior Convertible Note were repaid-in-full as of March 2, 2021.

A reconciliation of the fair value of the convertible notes for the years ended December 31, 2020 and 2019 is as follows:

	December 2018 Senior Secured Convertible Note			November 2019 Senior Secured Convertible Notes(1)(2)			April 2020 Senior Convertible Note			August 2020 Senior Secured Convertible Note			Sum of Balance Sheet Fair Value Components			Other Income (Expense)
Fair Value - December 31, 2019	$	1,700		$	6,439		$	—		$	—		$	8,139
Face value principal – issue date		—			7,000			4,111			7,750			18,861
Fair value adjustment – issue date		—			2,600			(411	)		(750	)		1,439		$	(1,439	)
Installment repayments – common stock		(1,692	)		(13,044	)		—			—			(14,736	)
Non-installment payments – common stock		(6	)		(464	)		—			—			(470	)
Non-installment payments – cash		—			(138	)		(216	)		(246	)		(600	)
Change in fair value		(2	)		(1,123	)		1,116			2,036			2,027			(2,027	)
Lender Fees:
- November 2019 Senior Secured Convertible Note - Series B;																	(700	)
- April 2020 Senior Convertible Note; and																	(411	)
- August 2020 Senior Secured Convertible Note		—			—			—			—			—			(750	)
Fair Value at December 31, 2020	$	—		$	1,270		$	4,600		$	8,790		$	14,660
Other Income (Expense) - Change in fair value – year ended December 31, 2020																$	(5,327	)
Fair Value - December 31, 2018	$	7,903		$	—		$	—		$	—		$	7,903
Face value principal – issue date		—			7,000			—			—			7,000
Fair value adjustment – issue date		—			(648	)		—			—			(648	)	$	648
Installment repayments – common stock		(6,059	)		—			—			—			(6,059	)
Non-installment payments – common stock		(199	)		—			—			—			(199	)
Non-installment payments – cash		(279	)		(86	)		—			—			(365	)
Change in fair value		334			173			—			—			507			(507	)
Lender Fees: - November 2019 Senior Secured Convertible Note - Series A		—			—			—			—			—			(700	)
Fair Value at December 31, 2019	$	1,700		$	6,439		$	—		$	—		$	8,139
Other Income (Expense) - Change in fair value – year ended December 31, 2019																$	(559	)

The Senior Convertible Notes presented above are each accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date, with the resulting fair value adjustment recognized as other income (expense) in the consolidated statement of operations. In this regard, as provided for by ASC 825-10-50-30(b), the estimated fair value adjustment is presented as a single line item within other income (expense) in the accompanying consolidated statement of operations. See Note 8, Financial Instruments Fair Value Measurements, for a further discussion of fair value assumptions.

Cares Act Paycheck Protection Program Loan

On April 8, 2020 the Company entered into a loan agreement with JP Morgan Chase, N.A., and received approximately $300 of proceeds, pursuant to the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) Paycheck Protection Program (“PPP”) - the “PPP Loan”. 

The Paycheck Protection Program provides that (1) the use of PPP Loan amount shall be limited to certain qualifying expenses, (2) 100 per cent of the principal amount of the loan is guaranteed by the Small Business Administration and (3) an amount up to the full principal amount may qualify for loan forgiveness in accordance with the terms of CARES Act. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during either, at our discretion, the eight-week period or twenty-four week period beginning on the date of disbursement of proceeds from the PPP loan. In the event the PPP loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal with the Company being obligated to make equal monthly payments on the unforgiven principal and interest balances to fully amortize the loan balance by the maturity date.

The PPP Loan matures on April 8, 2022 and bears interest at a rate of approximately 1.0% per annum. Monthly amortized principle and interest payments are deferred in accordance with The Paycheck Protection Flexibility Act of 2020 which extended the deferral period for loan payments to either (1) the date that U.S. Small Business Administration remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower’s loan forgiveness covered period. As such, as of December 31, 2020, and to date, no principal or interest payments have been made.