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Convertible Notes Payable (Tables)
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Summary of Common Stock and Preferred Stock Shares Issued under Notes and New Notes

The Company has issued shares of Common Stock and Preferred Stock as payments of principal (including certain early repayments at the option of the holders) and effected a retirement under the Notes and New Notes as follows:

 

 

 

Number of

Shares of

Common Stock

 

 

Number of

Shares of

Preferred Stock

 

 

Applicable

Conversion

Price

 

 

Reduction in

Principal

 

January 12, 2017

 

 

11,753

 

 

 

 

 

$

126.00

 

 

$

1,478,318

 

January 26 - February 1, 20171

 

 

4,857

 

 

 

 

 

$

112.00

 

 

$

544,000

 

February 10, 2017

 

 

43,882

 

 

 

 

 

$

70.00

 

 

$

3,045,817

 

February 23 - March 2, 20171

 

 

2,571

 

 

 

 

 

$

49.00

 

 

$

125,999

 

March 13, 2017

 

 

117,297

 

 

 

 

 

$

38.50

 

 

$

4,417,829

 

April 10, 2017

 

 

169,061

 

 

 

 

 

$

21.00

 

 

$

3,621,286

 

May 9, 2017

 

 

109,367

 

 

 

 

 

$

17.50

 

 

$

1,913,915

 

June 7 / July 2, 2017 Exchange Agreement2

 

 

689,796

 

 

 

4,200

 

 

$

6.09

 

 

$

4,200,000

 

July 7, 2017

 

 

114,286

 

 

 

 

 

$

17.50

 

 

$

2,000,000

 

August 4, 2017

 

 

38,906

 

 

 

 

 

$

24.50

 

 

$

1,015,848

 

August 28, 2017 Restructuring Agreement3

 

 

117,171

 

 

 

 

 

$

10.50

 

 

$

1,200,000

 

November 6, 2017 Warrant Exchange4

 

 

 

 

 

 

 

$

 

 

$

279,016

 

November 15, 2017 Exchange Agreements5

 

 

97,448,072

 

 

 

 

 

$

0.08

 

 

$

8,130,564

 

Retirement per December 28, 2017 Exchange

   Agreements6

 

 

 

 

 

 

 

$

 

 

$

553,234

 

December 28, 2017 Exchange Agreements6

 

 

123,708,735

 

 

 

 

 

$

0.02

 

 

$

2,474,174

 

Total

 

 

222,575,755

 

 

 

 

 

 

 

 

 

 

$

35,000,000

 

 

1 During the periods referenced above, the Company and the holders of the Notes agreed to a temporary reduction in the conversion price in order to encourage voluntary conversion of Notes by the holders thereof.

 

2 On July 2, 2017, the Company entered into an exchange agreement with one of its investors which had purchased Notes, for $4.2 million aggregate principal amount of such Notes for 4,200 shares of Series A Preferred Stock. The Series A Preferred Stock shares were issued to address a short-term valuation issue for 689,796 common shares delivered to the Notes holders to close an installment period. Through the Series A Preferred Shares placement, the Company was able to value the open installment shares such that the amount of debt remaining under the Notes was reduced by $4.2 million. Additionally, the Company recognized a loss on debt settlement of $1.0 million related to this transaction.

 

3 On August 28, 2017, the Company entered into a restructuring agreement with one of its investors which had purchased Notes. The restructuring agreement included a provision to exchange 117,171 shares for $1.2 million aggregate principal amount of such Notes. Additionally, the Company recognized a loss on debt settlement of $1.9 million related to this transaction.

 

4 On October 10, 2017, the Company entered into an amendment to the August 28, 2017 Restructuring Agreement which included a provision to exchange debt for the issuance of warrants. Additionally, the Company recognized a loss on debt extinguishment of $2.3 million.

 

5On November 15, 2017, the Company entered into an exchange agreement which included a provision to exchange 973,764 shares for $0.6 million aggregate principal amount of such Notes. Additionally, the Company issued 96.5 million shares for $7.5 million aggregate principal amount of Notes under the updated conversion price formula as discussed in more detail above. Additionally, the Company recognized a loss on debt extinguishment of $21.0 million in connection with the issuance of the New Notes and warrants as part of such exchange.

 

6On December 28, 2017, the Company entered into an exchange agreement to retire $0.6 million aggregate principal amount of Notes and to issue 123.7 million shares and rights for shares for the remaining $2.5 million aggregate principal amount of Notes. Additionally, the Company recognized a loss on debt extinguishment of $3.7 million.