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Note 4 - Debt Obligations
3 Months Ended
Mar. 31, 2020
Notes to Financial Statements  
Debt Disclosure [Text Block]
Note
4.
Debt Obligations
 
The following table summarizes our debt obligations outstanding as of
December 31, 2019
and as of
March 31, 2020.
 
   
December 31,
2019
   
March 31,
2020
 
C
urrent liabilities:
 
 
 
 
 
 
 
 
Note payable, matures on demand 60 days’ notice (or March 8, 2023)
  $
50
    $
50
 
Line of credit, matures September 1, 2019 or later (on 30-day demand)
   
50
     
50
 
Note payable issued by Clyra Medical to Scion, matures June 17, 2020 Clyra note payable (See Note 8)
   
1,007
     
1,007
 
Total notes payable and line of credit
  $
1,107
    $
1,107
 
Convertible notes payable:
               
Convertible note, matures April 7, 2020
   
270
     
 
Convertible note, matures June 20, 2020
(1)
   
25
     
25
 
Convertible 12-month OID notes, mature beginning June 2020
(1)
   
3,112
     
2,948
 
Convertible notes, mature August 12 and 16, 2020
   
550
     
550
 
Total convertible notes payable
   
3,957
     
3,523
 
Total current liabilities
  $
5,064
    $
4,630
 
                 
L
ong-term liabilities
:
 
 
 
 
 
 
 
 
Convertible note payable, matures August 9, 2021
   
600
     
600
 
Convertible notes payable, mature April 20, 2021
(1)
   
100
     
100
 
Total long-term liabilities
  $
700
    $
700
 
Total
  $
5,764
    $
5,330
 
 
(
1
)
These notes are convertible at our option at maturity.
 
For the
three
months ended
March 31, 2019
and
2020
we recorded
$985,000
and
$757,000
of interest expense related to the amortization of discounts on convertible notes payable, coupon interest from our convertible notes and line of credit.
 
The following discussion includes debt instruments to which amendments were made or included other activity that management deemed appropriate to disclose. Each of the debt instruments contained in the above table are disclosed more fully in the financial statements contained in the Company’s Annual Report filed
March 31, 2020,
as amended.
 
Convertible Note, matures
October 7, 2019 (
Vista Capital)
 
On
January 7, 2019,
Vista Capital Investments LLC (“Vista Capital”) invested
$300,000
and in exchange we issued a convertible promissory note (the “Vista
2019
Note”) in the principal amount of
$330,000.
Originally set to mature
nine
months from the date of issuance, the maturity date was extended multiple times. The note earned a
one
-time interest charge of
12%,
which was recorded as a discount on convertible notes and was amortized over the term of the note. The note allowed conversion of the note into our common stock at a price equal to
65%
of the lowest closing bid price of the Company’s common stock during the
25
consecutive trading days immediately preceding the conversion date. The intrinsic value of the beneficial conversion feature resulted in a fair value totaling
$300,000,
and is recorded as a discount on convertible notes on our balance sheet. This discount will be amortized over the term of the note as interest expense, all of which was recorded in
2019.
 
During the
three
months ended
March 31, 2020,
Vista Capital elected to convert the remaining balance of
$270,000
of the outstanding principal and interest due on the note, and we issued
2,417,059
shares of our common stock.
 
Convertible Twelve-month OID notes
 
From
June 7, 2019
through
September 30, 2019,
we received
$2,235,000
and issued convertible promissory notes (each, a
“12
-Month OID Note”) in the aggregate principal amount of
$2,794,000,
with a
25%
original issue discount, to
34
accredited investors. The original issuance discount totaled
$559,000
and is recorded as a discount on convertible notes payable on our balance sheet. The intrinsic value of the beneficial conversion features resulted in an aggregate fair value of
$2,235,000,
and is recorded as a discount on convertible notes on our balance sheet. The discounts will be amortized and recorded to interest expense over the term of the notes. These notes mature
twelve
months from the date of issuance.
 
During the
three
months
July 1, 2019
through
September 30, 2019,
in exchange for
$305,000
of convertible note payables that were coming due, we issued an additional
$381,000
convertible promissory notes (each, a
“12
-Month OID Note), with a
25%
original issue discount. The original issue discount totaled
$76,000
and is recorded as a discount on convertible notes payable on our balance sheet. The intrinsic value of the beneficial conversion features resulted in an aggregate fair value of
$381,000
and is recorded as debt extinguishment expense on our statement of operations. The discount will be amortized and recorded to interest expense over the term of the notes. These notes mature
twelve
months from the date of issuance.  
 
Each Twelve-month OID Note is convertible by the investor at any time at
$0.17
per share. This initial conversion price shall be adjusted downward in the event the Company subsequently issues a convertible promissory note at a lower conversion rate (with this lower conversion rate becoming the adjusted conversion rate under the note), or conducts an equity offering at a per-share price less than
$0.17.
The notes earn interest at a rate of
five
percent (
5%
) per annum, due at maturity. The Company
may
prepay the notes only upon
10
days’ notice to the investor, during which time the investor
may
exercise his/her right to convert the note to stock. The Company is obligated to prepay the notes in the event it receives at least
$3.5
million gross proceeds in a financing transaction. At maturity, the Company
may
redeem the notes through the issuance of common stock at a conversion price equal to the lower of the “conversion price” (initially
$0.17,
as
may
be adjusted), and
70%
of the lowest daily volume weighted average price of the Company’s common stock during the
25
trading days preceding the conversion date.
 
During the
three
months ended
March 31, 2020,
noteholders elected to convert
$165,000
of the outstanding principal of
12
-Month OID Notes and we issued
970,590
shares of our common stock. As of
March 31, 2020,
the outstanding balance on the
12
-Month OID Notes was
$2,948,000.