XML 34 R14.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Note 8 - Convertible Debt | 12 Months Ended
--- | ---
Dec. 31, 2017
Notes to Financial Statements |
Debt Disclosure [Text Block] | 8. Convertible Debt The components of debt outstanding are as follows:
|  | December 31, |
|  | 2017 |  |  | 2016 |
2016 convertible notes |  | $ | — |  |  | $ | 1,880,000 |
Pre-Merger convertible notes |  |  | 550,000 |  |  |  | 550,000 |
|  |  | 550,000 |  |  |  | 2,430,000 |
Less current portion |  |  | (550,000 | ) |  |  | (1,880,000 | )
Long-term debt, net of current portion |  | $ | — |  |  | $ | 550,000 |
For the years ended December 31, 2017 and 2016, the Company recognized interest expense of approximately $0.1 million and $37,000, respectively in connection with its convertible debt instruments. Accrued interest was $37,000 and $29,000 as of December 31, 2017 and 2016, respectively. 2016 Convertible Notes On September 27, 2016, the Company issued and sold convertible promissory notes ( “2016 Convertible Notes”) in an aggregate principal amount of $1.9 million. The 2016 Convertible Notes were issued to an investor and certain other parties in connection with the settlement of a litigation matter. The 2016 Convertible Notes had a term of one ( 1 ) year and bore interest at a rate of 6.0% per annum with the principal and accrued interest due upon the earlier of the maturity date or conversion date. The Company accounted for the issuance of the convertible promissory notes in accordance with ASC 470 - 10 - 25 and, at the time of issuance, recorded a litigation settlement expense of $2.5 million which represents the difference between the estimated fair value of the 2016 Convertible Notes issued and the cash received from the noteholders. Upon maturity of the 2016 Convertible Notes during the third quarter of 2017, the Company repaid the outstanding principal and interest of $1.9 million and $0.1 million, respectively. Pre-Merger Convertible Notes From December 2009 through December 2015, the Company issued unsecured convertible promissory notes (the “Pre-Merger Convertible Notes”) for aggregate gross proceeds of $22.4 million. The Pre-Merger Convertible Notes bore interest at either 1% or 1.5% per annum, however, all Pre-Merger Convertible Notes outstanding at December 31, 2017 bear interest at a rate of 1% per annum. The Pre-Merger Convertible Notes accrue interest beginning on the date of issuance, with the principal and accrued interest due upon the earlier of the maturity date or conversion date. At any time prior to the maturity date, the holders may elect to convert, in whole or in part, the Pre-Merger Convertible Notes and any related accrued but unpaid interest into common stock of the Company at a price per share equal to the conversion price. In the event of a Change of Control or a Qualified Financing (each as defined below), the holders of the Pre-Merger Convertible Notes may declare the aggregate outstanding amount of the Pre-Merger Convertible Notes to be immediately due and payable or may elect to convert the Convertible Notes and any accrued but unpaid interest as if such conversion took place on the maturity date. A Change of Control is defined as: (i) a merger or consolidation in which the owners immediately prior to the transaction do not own, directly or indirectly, more than 50% of the surviving company; (ii) the acquisition of more than 50% of the Company ’s outstanding shares by a single person, entity or group or persons or entities acting in concert or (iii) the sale or transfer of all or substantially all of the assets of the Company. A Qualified Financing is defined as a sale of shares or other transaction that results in gross proceeds to the Company of at least $50.0 million, including proceeds received in connection with the conversion of any Pre-Merger Convertible Notes. Through the date the financial statements were available to be issued, there have been no Change of Control or Qualified Financing events. The Company may prepay the Pre-Merger Convertible Notes, in full or in part, at any time on a pari passu basis. Upon receipt of notice that the Company intends to prepay the Pre-Merger Convertible Notes, holders will have the option to convert their notes in lieu of payment. At the effective time of the Merger, $1.1 million in aggregate principal amount of Pre-Merger Convertible Notes were outstanding and the rights of the holders of each such outstanding Pre-Merger Convertible Notes convertible into Diffusion Units were converted into the right to convert such securities into a number of shares of the Company’s common stock equal to the number of Diffusion Units such Pre-Merger Convertible Notes would be convertible into pursuant to its terms multiplied by the Exchange Ratio. During the year ended December 31, 2016, Pre-Merger Convertible Notes of $0.7 million and related accrued interest of approximately $16,000 were converted into 217,122 shares of common stock.

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration