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Note 7 - Secured Notes to Related Party
 12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Debt Disclosure [Text Block]
7.
     
Secured Notes to Related Party
 
Convertible Notes
 
In
April
2011,
we entered into a securities purchase agreement for a private placement of up to
$4.5
million in Convertible Notes with certain investors, including Tang Capital Partners, LP (“TCP”). TCP is controlled by Tang Capital Management, LLC (“TCM”). The manager of TCM is Kevin C. Tang, who served as a director at the time and currently serves as the Chairman of our Board of Directors. The terms of the Convertible Notes were determined by our independent directors to be no less favorable than terms that would be obtained in an arm’s length financing transaction. We received a total of
$4.3
million, net of issuance costs, from the issuance of these Convertible Notes.
 
The Convertible Notes are secured by substantially all of our assets, including placing our bank and investment accounts under a control agreement. The Convertible Notes bear interest at
6%
per annum, payable quarterly in cash or in additional principal amount of Convertible Notes, at the election of the purchasers. The Convertible Notes mature on
May
2,
2021;
however, the holders of the Convertible Notes
may
require prepayment of the Convertible Notes at any time, at each holder’s option.
 
The Convertible Notes are convertible into shares of our common stock at a rate of
1,250
shares for every
$1,000
of outstanding principal due under the Convertible Notes. There is no right to convert the Convertible 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 Convertible 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
December
31,
2016,
we were in compliance with all covenants under the Convertible Notes. Upon the occurrence of an event of default under the Convertible Notes, the holders of the Convertible Notes have the right to require us to redeem all or a portion of their Convertible Notes.
 
In
2011,
we filed a registration statement with the SEC to register for resale
3.5
million shares underlying the Convertible Notes. The registration statement was declared effective on
July
 
29,
 
2011.
The Convertible 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 Convertible Notes until they provide notice otherwise.
 
The Convertible 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 Convertible 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 Convertible Notes on the issuance dates and we began amortizing the resultant debt discount over the respective
10
-year term of the Convertible Notes. During the year ended
December
31,
2016,
accrued interest of
$0.3
million was paid-in-kind and rolled into the Convertible Note principal balance, which resulted in an additional debt discount of
$0.3
million. For the years ended
December
31,
2016,
2015
and
2014,
interest expense relating to the stated rate was
$0.4
million,
$0.3
million, and
$0.3
million, respectively, and interest expense relating to the amortization of the debt discount was
$0.7
million,
$0.6
million and
$0.6
million, respectively.
 
As of
December
31,
2016,
the carrying value of the Convertible Notes was
$2.9
million, which is comprised of the
$6.0
million principal amount of the Convertible Notes outstanding, less debt discount of
$3.1
million. If the
$6.0
million principal amount of Convertible Notes is converted, we would issue
7.5
million shares of our common stock.
 
In
January
2017,
in connection with the public offering (see Note
12),
TCP executed a waiver (the “Waiver”) pursuant to which TCP waived: (i) our obligation under the Securities Purchase Agreement, dated
April
24,
2011,
among us, TCP and certain other investors (the “SPA”) to maintain a sufficient number of authorized shares of our common stock to permit the conversion of TCP’s outstanding principal and interest under the Convertible Notes to our common stock; and (ii) its right to convert the Convertible Notes for the duration of the Waiver. The Waiver will remain effective until the earliest to occur of: (i) a change in the control of the Company; (ii) the Company’s stockholders approving an increase of the number of authorized shares of our common stock; and (iii)
July
18,
2017.
If, upon the expiration of the Waiver, TCP seeks to convert part or all of the Convertible Notes and we do not have a sufficient number of authorized shares of our common stock to permit the conversion of the portion of the Convertible Notes being converted, then we will be obligated to make a cash payment to TCP equal to the value of the underlying shares of common stock that we are unable to deliver on conversion, based on the price of our common stock at such time.
 
 
Promissory Note
 
In
August
2016,
we entered into the Promissory Note with TCP whereby TCP will lend us up to
$100.0
million. The Promissory Note has a
two
-year term and bears interest of
8%
per annum. The
first
close of
$50.0
million occurred on
August
5,
2016.
The
second
close of an additional
$50.0
million is subject to the achievement of a corporate milestone. There are no fees, no warrants and no equity conversion feature associated with this transaction. The Promissory Note is secured by a
second
-priority lien on substantially all of our assets. TCP is controlled by TCM. The manager of TCM is Kevin C. Tang, who serves as the Chairman of our Board of Directors. The terms of the Promissory Note were determined by our independent directors to be no less favorable than terms that would be obtained in an arm’s length financing transaction.
 
For the year ended
December
31,
2016,
interest expense was
$1.6
million. As of
December
31,
2016,
the outstanding principal amount of the Promissory Note was
$50.0
million.