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Subsequent Events | 12 Months Ended
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Dec. 31, 2018
Subsequent Events [Abstract] |
Subsequent Events | SUBSEQUENT EVENTS On March 29, 2019, we raised approximately $1.7 million from the issuance of subordinated convertible promissory notes to certain investors (the “Convertible Notes”). The Convertible Notes will automatically convert into shares of our Series A Convertible Preferred Stock (the “Series A Preferred Stock”) on April 17, 2019 to the extent permitted without receiving stockholder approval under the equity issuance rules of the NASDAQ Capital Market (the “NASDAQ Cap”) and to the extent sufficient shares of Series A Preferred Stock are authorized under our certificate of incorporation (the “Charter”), based on a conversion price equal to the greater of (a) the volume-weighted average price of our common stock measured over the ten trading day period ending on April 16, 2019 or (b) $0.20 (the “Conversion Rate”). If the Notes cannot fully convert on April 17, 2019 due to the NASDAQ Cap, then no portion of the Notes will convert into Series A Preferred Stock until our stockholders have approved the transaction in accordance with the Nasdaq rules. If the Series A Preferred Stock can be issued under the NASDAQ Cap, but insufficient shares are available under the Charter, then the Convertible Notes will convert in part to the extent of the authorized shares and the remainder will convert upon approval by our stockholders of an amendment to the Charter to increase the authorized number of shares. The Convertible Notes mature on December 31, 2021 and bear interest at a rate of five percent per annum until June 30, 2019 and at a rate of ten percent thereafter. The Series A Preferred Stock was created by the filing of a Certificate of Designation with the Secretary of State of the state of Delaware for 2,000,000 authorized shares. The Series A Preferred Stock (a) has one vote per share (voting together with holders of our common stock as a single class, except as provided by law), (b) has a preference upon liquidation equal to the Conversion Rate per share and then participates on an as-converted basis with the common stock with respect to any additional distributions, (c) shall receive any dividends declared and payable on the common stock on an as-converted basis, and (d) is convertible at the option of the holder into shares of common stock on a one-for-one basis. We also filed a Certificate of Elimination with respect to its authorized, but unissued, Series A Participating Preferred Stock, to return such shares to the status of preferred stock available for designation as the Series A Preferred Stock. The purchase agreement related to the Convertible Notes contains customary representations and warranties and provides for resale registration rights with respect to the shares of our common stock issuable upon conversion of the Series A Preferred Stock, as well as for the resignation of four members of the Board of Directors. Two of the Investors, James Tu (through Fusion Park LLC) and Brilliant Start Enterprise, Inc., which invested $580 thousand and $500 thousand, respectively, were among the parties to the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on November 30, 2018, as amended on February 26, 2019, reporting that the filing group (the “13D Group”) held a collective 17.6 percent ownership position in the Company. On February 21, 2019, the 13D Group entered into a settlement with the Company providing for the appointment of two directors and their nomination for election at the Company’s 2019 annual meeting of stockholders. Mr. Tu was appointed as a director in connection with the offering and is expected to be appointed as Chairman, Chief Executive Officer and President and will serve as interim Chief Financial Officer effective April 2, 2019. The Company is expected to conduct a search for a permanent or alternative interim Chief Financial Officer candidate.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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