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Subsequent Events
 9 Months Ended
Sep. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events

On October 14, 2019, Joseph P. Slattery, the Executive Vice President and Chief Financial Officer of the Company notified the Company of his decision to retire from his role as the public company principal financial officer of the Company.
Mr. Slattery will remain as Executive Vice President and Chief Financial Officer of the Company and its subsidiaries until December 31, 2019, and then will enter into a seven-month consulting agreement with the Company to provide additional transition services to the Company. The Company and Mr. Slattery entered into a Transition Agreement, dated October 17, 2019 (the “Transition Agreement”) pursuant to which he will continue in his current roles and continue to perform the duties of an executive officer of the Company. Under the Transition Agreement, his compensation and benefits will continue through December 31, 2019 and his outstanding equity awards will continue in full force, subject to the rights and conditions of such awards under the Company’s 2019 Amended and Restated Equity Incentive Compensation Plan (the “Plan”), including, without limitation, the change in control provisions of the Plan. If he should die or become disabled before December 31, 2019, he or his estate will be paid his base salary through December 31, 2019.
Under the Consulting Agreement, Mr. Slattery’s equity awards will continue to vest in accordance with his Award Agreements through July 31, 2020. If there is a change in control (as defined in the Plan) during the consulting term, his outstanding equity awards shall accelerate and vest on the closing of such transaction.
The Company intends to initiate a search for a principal financial officer.
On October 15, 2019, the Company entered into an Amended and Restated System Sale Agreement (the “Amended AutoLap Agreement”) with GBIL to restructure the sale of its AutoLap assets. Pursuant to the Amended AutoLap Agreement, the Company sold the AutoLap laparoscopic vision system (“AutoLap”) and related assets to GBIL for $17.0 million. The Company had acquired AutoLap and its related assets from MST Medical Surgical Technologies Ltd. in October 2018. See Note 3. The assets include inventory, spare parts, production equipment, testing equipment and certain intellectual property specifically related to the AutoLap. The equity investment of $30.0 million, which was agreed to in the initial agreement in July 2019, is no longer an element of the
Amended AutoLap Agreement. In addition, the Company will enter into a cross‑license agreement with the Buyer to retain rights to use any AutoLap-related intellectual property sold to the Buyer, and to non-exclusively license additional intellectual property to the Buyer. The total consideration of $17.0 million is to be paid in installments of $3.0 million, which was received on October 15, 2019, $13.0 million to be paid through the delivery of an irrevocable, confirmed letter of credit by October 31, 2019 and $1.0 million to be paid by December 15, 2019. The Amended AutoLap Agreement did not meet the criteria of assets held for sale pursuant to ASC 360 at September 30, 2019 as there was no carrying value on the Company' balance sheet attributable to the assets sold.
On October 17, 2019, the Company announced that it has engaged J.P. Morgan Securities LLC to assist the Board of Directors in considering strategic alternatives for the Company to enhance stockholder value, including, but not limited to a sale of the Company, a financing of the Company, a strategic partnership or collaboration or some other form of commercial relationship. In addition, the Company announced the implementation of a restructuring plan to reduce operating expenses as it continues the global market development of the Senhance platform.

On October 30, 2019, the Company announced that its Board of Directors had approved a proposal, to be submitted to stockholders for approval at a Special Meeting of Stockholders to be held on December 11, 2019, to authorize the Board of Directors to effect a reverse stock split of the Company’s common stock. The reverse stock split proposal includes a proposed range between 1-for-10 and 1-for-40 shares of outstanding common stock. The final ratio will be determined by the Board of Directors after stockholder approval. In addition, if the reverse stock split selected is in the range of 1-for-20 to 1-for-30, the authorized common stock would be reduced to 500,000,000 shares, and if the range selected is greater than 1-for-30, the authorized common stock would be reduced to 250,000,000 shares.
On November 4, 2019, the Company entered into a payoff letter with the Agent pursuant to which the Company terminated the Hercules Loan Agreement, as amended. The Company determined it was in the best interests of the Company to pay down the debt and terminate the Hercules Agreement to simplify the Company's balance sheet and provide additional flexibility as the Board of Directors continues to explore strategic and financial alternatives for the Company. Under the payoff letter, the Company repaid all amounts owed under the Hercules Loan Agreement totaling approximately $16.4 million, which included end of term fees of $1.4 million, and Hercules released all security interests held on the assets of the Company and its subsidiaries, including, without limitation, on the intellectual property assets of the Company.
On November 8, 2019, the Company announced that Todd M. Pope was leaving the positions of President and Chief Executive Officer and was leaving the Board of Directors, and Anthony Fernando was appointed as President and Chief Executive Officer and elected to the Board of Directors with immediate effect. The Company entered into a separation agreement with Mr. Pope and a consulting agreement with Mr. Pope to secure transition services from him. The Company also entered into an amended and restated employment agreement with Mr. Fernando on November 8, 2019.