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Note 4 - Convertible Notes to Related Parties
9 Months Ended
Sep. 30, 2014
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]

4. Convertible Notes to Related Parties


In April 2011, we entered into a Securities Purchase Agreement for a private placement of up to $4.5 million in Senior Secured Convertible Notes (“Notes”). We received a total of $4.3 million, net of issuance costs, from the issuance of these Notes.


The Notes are secured by substantially all of our assets, including placing our bank accounts under a control agreement. The Notes bear interest at 6% per annum, payable quarterly in cash or in additional principal amount of Notes, at the election of the purchasers. The Notes mature on May 2, 2021, however, the holders of the Notes may require prepayment of the Notes at any time, at each holder’s option.


The Notes are convertible into shares of our common stock at a rate of 1,250 shares for every $1,000 of principal and accrued interest due under the Notes. There is no right to convert the Notes to the extent that, after giving effect to such conversion, the holder would beneficially own in excess of 9.99% of our outstanding common stock. Each holder of the Notes can increase or decrease this beneficial ownership conversion limit by written notice to us, which will not be effective until 61 days after delivery of the notice.


As of September 30, 2014, we were in compliance with all covenants under the Notes. Upon the occurrence of an event of default under the Notes, the holders of the Notes have the right to require us to redeem all or a portion of their Notes.


We filed a registration statement with the SEC to register for resale 3.5 million shares underlying the Notes. The registration statement was declared effective on July 29, 2011. The Note holders have agreed to waive their right to require us to maintain the effectiveness of the registration statement and to register the additional shares underlying the Notes until they provide notice otherwise.


The Notes contain an embedded conversion feature that was in-the-money on the issuance dates. Based on an effective fixed conversion rate of 1,250 shares for every $1,000 of principal and accrued interest due under the Notes, the total conversion benefit at issuance exceeded the loan proceeds. Therefore, a debt discount was recorded in an amount equal to the face value of the Notes on the issuance dates and we began amortizing the resultant debt discount over the respective 10-year term of the Notes. During the period ended September 30, 2014, accrued interest of approximately $78,000 was paid-in-kind and rolled into the Note principal balance, which resulted in an additional debt discount of approximately $78,000. For the three months ended September 30, 2014 and 2013, interest expense relating to the stated rate was approximately $79,000 and $74,000, respectively, and interest expense relating to the amortization of the debt discount was approximately $145,000 and $135,000, respectively. For the nine months ended September 30, 2014 and 2013, interest expense relating to the stated rate was approximately $233,000 and $218,000, respectively, and interest expense relating to the amortization of the debt discount was approximately $425,000 and $396,000, respectively.


As of September 30, 2014, the carrying value of the Notes was approximately $1,450,000, which is comprised of the $5,262,000 principal amount of the Notes outstanding, less debt discount of $3,812,000. If the $5,262,000 principal amount of Notes is converted, we would issue approximately 6,578,000 shares of our common stock.