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Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt

Note 13 — Debt

 

Convertible Notes

 

All of the convertible notes, as such convertible notes are discussed below, were repaid-in-full during the three months ended March 31, 2021. The fair value and face value principal of outstanding convertible notes at December 31, 2020 were 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 

 

Senior Secured Convertible Note issued November 4, 2019 - Series A and Series B - (“November 2019 Senior Convertible Notes”)

 

The “November 2019 Senior Convertible Notes” remaining unpaid outstanding face value principal of approximately $956 as of December 31, 2020 was repaid-in-full as of January 5, 2021, with the remaining principal balance, along with the payment of interest thereon of approximately $7, 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), resulting in the recognition of a loss from extinguishment of debt of approximately $760.

 

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

 

The “April 2020 Senior Convertible Note” unpaid outstanding face value principal of approximately $4,111 as of December 31, 2020 was repaid-in-full in March 2021, as discussed herein below. In the years ended December 31, 2021 and 2020, approximately $52 and $215, respectively, of non-installment payments were paid in cash.

 

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

 

The “August Senior Convertible Note” unpaid outstanding face value principal of approximately $7,750 as of December 31, 2020 was repaid-in-full in March 2021, as discussed herein below. In the years ended December 31, 2021 and 2020, approximately $102 and $246, respectively, of non-installment payments were paid in cash.

 

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

 

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. The Company recognized a debt extinguishment loss of approximately $2,955 in the year ended December 31, 2021 in connection with the repayments of the April 2020 Senior Convertible Note and the August 2020 Senior Convertible Note.

 

 

Note 13 — Debt - continued

 

Convertible Notes - continued

 

A reconciliation of the fair value of the convertible notes for the year ended December 31, 2021 is as follows:

 

   November 2019 Senior Secured Convertible Notes   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, 2020  $1,270   $4,600   $8,790   $14,660   $— 
Installment repayments – common stock   (956)   —    —    (956)   — 
Non-installment payments – common stock   (7)   —    —    (7)   — 
Non-installment payments – cash   —    (52)   (102)   (154)   — 
Change in fair value   (307)   (437)   (938)   (1,682)   1,682 
Principal repayments - cash   —    (4,111)   (7,750)   (11,861)   — 
Fair Value at December 31, 2021(1)  $—   $—   $—   $—    -  
Other Income (Expense) - Change in fair value – year ended December 31, 2021(1)                      $1,682 

 

(1)As discussed above, all remaining convertible notes were previously repaid during the three months ended March 31, 2021.

 

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

 

                         
   December 2018 Senior Secured Convertible Note   November 2019 Senior Secured Convertible Notes   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)

 

The Senior Convertible Notes presented above were 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 12, Financial Instruments Fair Value Measurements, for a further discussion of fair value assumptions. 

 

 

Note 13 — Debt - continued

 

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”. Through the life of the PPP Loan, the Company made no principal or interest payments. The Company submitted its PPP Loan forgiveness application on April 21, 2021 and the forgiveness application was approved on June 9, 2021. Upon PPP Loan forgiveness, the Company recognized a gain of $300 in its consolidated statements of operations in the year ended December 31, 2021.