The following discussion and analysis should be read in conjunction with our financial statements and notes thereto included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2019. Operating results are not necessarily indicative of results that may occur in future periods.

This report includes various forward-looking statements that are subject to risks and uncertainties, many of which are beyond our control. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in "Part II - Item 1A. Risk Factors." Forward-looking statements discuss matters that are not historical facts. Forward-looking statements include, but are not limited to, discussions regarding our operating strategy, sales and marketing strategy, regulatory strategy, industry, economic conditions, financial condition, liquidity, capital resources, results of operation, and the impact of the recent coronavirus ("COVID-19") pandemic and our response to it. Such statements include, but are not limited to, statements preceded by, followed by, or that otherwise include the words "believe", "expects", "anticipates", "intends", "estimates", "projects", "can", "could", "may", "would", or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they are made. They give our expectations regarding the future, but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.





Overview



Stereotaxis designs, manufactures and markets robotic magnetic navigation systems for use in a hospital's interventional surgical suite to enhance the treatment of arrhythmias and coronary artery disease. Our primary products include the Genesis RMN System, the Niobe System, the Odyssey Solution, and related devices. We also offer our customers the Stereotaxis Imaging Model S x-ray System. We believe that robotic magnetic navigation systems represent a revolutionary technology in the interventional surgical suite, or "interventional lab," and have the potential to become the standard of care for a broad range of complex cardiology procedures. We also believe that our technology represents an important advance in the ongoing trend toward digital instrumentation in the interventional lab and provides substantial, clinically important improvements, and cost efficiencies over manual interventional methods, which require years of physician training and often result in long and unpredictable procedure times and sub-optimal therapeutic outcomes.





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The Genesis RMN System is the latest generation of the robotic magnetic navigation system. This system is designed to enable physicians to complete more complex interventional procedures by providing image-guided delivery of catheters and guidewires through the blood vessels and chambers of the heart to treatment sites. This is achieved using externally applied magnetic fields that govern the motion of the working tip of the catheter or guidewire, resulting in improved navigation, efficient procedures and reduced x-ray exposure. We have received regulatory clearance, licensing and CE Mark approvals necessary for us to market the Genesis RMN System in the U.S. and Europe. The core components of the previous generation robotic magnetic navigation system, the Niobe System, have received regulatory clearance in the U.S., Canada, Europe, China, Japan, and various other countries. As of June 30, 2020, the Company had an installed base of 123 Niobe ES Systems.

Stereotaxis also has developed the Odyssey Solution which consolidates lab information enabling physicians to focus on the patient for optimal procedure efficiency. The system also features a remote viewing and recording capability called Odyssey Cinema, which is an innovative solution delivering synchronized content for optimized workflow, advanced care, and improved productivity. This tool includes an archiving capability that allows clinicians to store and replay entire procedures or segments of procedures. This information can be accessed from locations throughout the hospital local area network and over the global OdysseyNetwork providing physicians with a tool for clinical collaboration, remote consultation, and training. The Odyssey Solution may be acquired in conjunction with a robotic magnetic navigation system or on a stand-alone basis for installation in interventional labs and other locations where clinicians often desire the benefits of the Odyssey Solution that we believe can improve clinical workflows and related efficiencies.

We have strategic relationships with technology leaders in the global interventional market. Through these strategic relationships we provide compatibility between our robotic magnetic navigation system and digital imaging and 3D catheter location sensing technology, as well as disposable interventional devices. The maintenance of these strategic relationships, or the establishment of equivalent alternatives, is critical to our commercialization efforts. There are no guarantees that any existing strategic relationships will continue and efforts are ongoing to ensure the availability of integrated next generation systems and/or equivalent alternatives. We cannot provide assurance as to the timeline of the ongoing availability of such compatible systems or our ability to obtain equivalent alternatives on competitive terms or at all.





COVID-19 Pandemic



First Quarter of 2020


Prior to the spread of COVID-19, we experienced procedure trends consistent with the fourth quarter of 2019. We also saw strength in new capital orders. Beginning in January 2020, we saw a substantial reduction in robotic procedures in Asia Pacific, especially in China. By the height of the pandemic in that region, weekly procedures decreased to approximately 40% of the average rate experienced in the fourth quarter. As the COVID-19 pandemic subsided in China in March 2020, procedure volume began to recover and, by the end of the first quarter of 2020, we were seeing weekly procedures in the Asia Pacific region approach 70% of the fourth quarter average rates. Procedure disruption in other geographies was not significant until the middle of March 2020, when the worldwide impact of COVID-19 intensified. By the end of March, procedures in the U.S and Europe, which represent the majority of our procedures, declined to approximately 70% of the weekly procedure rate experienced in the fourth quarter of 2019.

As the pandemic spread throughout the first quarter of 2020, various local restrictions on travel, mandatory closures, social distancing protocols and shelter-in-place orders negatively impacted our ability to complete installation and service activities, which resulted in declines in system and service revenue in the first quarter.

Our supply-chain also experienced some impact as some suppliers struggled to source sub-components in February when most factories in China were seemingly closed. These issues were mostly alleviated by the end of the first quarter with the opening of the Chinese economy. During the first quarter, we also took proactive actions to reduce the risk that a prolonged future reduction in Chinese manufacturing might have on us.





Second Quarter of 2020


During the early portion of the second quarter, weekly procedures in the United States and Europe continued to decline, reaching approximately 40% of fourth quarter 2019 levels by the middle of April. In May, with the reopening of various regions, procedures in both geographies began to recover and by the end of June, were approximating the level seen before the pandemic. During the second quarter of 2020, weekly procedures in Asia Pacific continued to improve, eventually reaching the pre-pandemic weekly procedure rate.

The recent resurgence of COVID-19 in some areas may cause hospitals and patients in some areas to again postpone procedures. Further, we expect to experience the normal seasonality related to summer holidays, especially in Europe. Given these factors, we cannot reliably estimate the impact to procedure volume in the third quarter of 2020 and beyond.





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Ongoing


We do not expect all markets to recover at the same pace, and some markets may continue to experience resurgence in infection rates for many months. The magnitude of the impact that the pandemic will have on our business will likely continue to vary by individual geography based on the extent of the outbreak in each area, specific governmental restrictions and the availability of testing capabilities, personal protective equipment, and hospital facilities, as well as decisions by our vendors, suppliers, customers and, ultimately, patients in response to the pandemic, none of which we are able to currently and accurately predict. While we cannot reliably estimate the depth or length of the impact, we continue to anticipate significant, periodic disruptions to our procedures volumes, service activities and system placements throughout the remainder of 2020 and beyond as COVID-19 infections spread, causing additional strain on hospital resources, combined with recommended deferrals of elective procedures by governments and other authorities. In addition, we would expect that additional capital system orders will also experience some delay.

Capital markets and worldwide economies have also been significantly impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Such economic recession could have a material adverse effect on our long-term business as hospitals curtail and reduce capital and overall spending or redirect such spending to treatments related directly to the pandemic. To-date, our manufacturing operations and supply chains have been minimally interrupted, but we cannot guarantee that such will not be interrupted further in the future. If our manufacturing operations or supply chains are interrupted, it may not be possible for us to timely manufacture relevant products at required levels, or at all. A material reduction or interruption to any of our manufacturing processes could have a material adverse effect on our business, operating results, and financial condition. Further, the COVID-19 pandemic and local actions, such as "shelter-in-place" orders and restrictions on our ability to travel and access our customers or temporary closures of our facilities or the facilities of our suppliers and their contract manufacturers, could also significantly impact our sales and our ability to ship our products and supply our customers. Any of these events could negatively impact the number of procedures performed and the number of system placements and have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. We review our estimates and judgments on an on-going basis. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. We believe the following accounting policies are critical to the judgments and estimates we use in preparing our financial statements. For a complete listing of our critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended December 31, 2019.





Revenue Recognition



We generate revenue from the initial capital sales of systems as well as recurring revenue from the sale of our proprietary disposable devices, from royalties paid to the Company on the sale by Biosense Webster of co-developed catheters, and from other recurring revenue including ongoing software updates and service contracts.

In accordance with Accounting Standards Codification Topic 606 ("ASC 606"), Revenue from Contracts with Customers, we account for a contract with a customer when there is a legally enforceable contract between the Company and the customer, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. We record our revenue based on consideration specified in the contract with each customer, net of any taxes collected from customers that are remitted to government authorities.

For contracts containing multiple products and services the Company accounts for individual products and services as separate performance obligations if they are distinct, which is if a product or service is separately identifiable from other items in the bundled package, and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company recognizes revenues as the performance obligations are satisfied by transferring control of the product or service to a customer.

For arrangements with multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which the Company separately sells the products or services. If a standalone selling price is not directly observable, then the Company estimates the standalone selling price considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services and market conditions. The Company regularly reviews standalone selling prices and updates these estimates if necessary.





Systems:


Contracts related to the sale of systems typically contain separate obligations for the delivery of system(s), installation and an implied obligation to provide software enhancements if and when available for one year following installation. Revenue is recognized when the Company transfers control to the customer, which is generally at the point when acceptance occurs that indicates customer acknowledgment of delivery or installation, depending on the terms of the arrangement. Revenue from the implied obligation to deliver software enhancements if and when available is recognized ratably over the first year following installation of the system as the customer receives the right to software updates throughout the period and is included in Other Recurring Revenue. The Company's system contracts generally do not provide a right of return. Systems are generally covered by a one-year warranty; warranty costs were not material for the periods presented.





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Disposables:


Revenue from sales of disposable products is recognized when control is transferred to the customers, which generally occurs at the time of shipment, but can also occur at the time of delivery depending on the customer arrangement. Disposable products are covered by a warranty that provides for the return of defective products. Warranty costs were not material for the periods presented.





Royalty:


The Company is entitled to royalty payments from Biosense Webster, payable quarterly based on net revenues from sales of the co-developed catheters.





Other Recurring Revenue:


Other recurring revenue includes revenue from product maintenance plans, other post warranty maintenance, and the implied obligation to provide software enhancements if and when available for one year following installation. Revenue from services and software enhancements is deferred and amortized over the service or update period, which is typically one year. Revenue related to services performed on a time-and-materials basis is recognized when performed.





Sublease Revenue:


The adoption of new lease accounting guidance as of January 1, 2019 required the Company to record sublease income as revenue beginning in 2019.

The Company invoices its customers based on the billing schedules in its sales arrangements. Contract assets primarily represent the difference between the revenue that was recognized based on the relative selling price of the related performance obligations and the contractual billing terms in the arrangements. Deferred revenue is primarily related to service contracts, for which the service fees are billed up-front, generally quarterly or annually, and for amounts billed in advance for system contracts for which some performance obligations remain outstanding. For service contracts, the associated deferred revenue is generally recognized ratably over the service period. For system contracts, the associated deferred revenue is recognized when the remaining performance obligations are satisfied. See Note 2 for additional detail on deferred revenue. The Company did not have any impairment losses on its contract assets for the periods presented.

Assets Recognized from the Costs to Obtain a Contract with a Customer

The Company has determined that sales incentive programs for the Company's sales team meet the requirements to be capitalized as the Company expects to generate future economic benefits from the related revenue generating contracts after the initial capital sales transaction. The costs capitalized as contract acquisition costs included in prepaid expenses and other assets in the Company's balance sheets were $0.3 million as of June 30, 2020 and December 31, 2019. The Company did not incur any impairment losses during any of the periods presented.





Leases


On January 1, 2019, the Company adopted ASU No. 2016-02 "Leases" (Topic 842) and all subsequent ASUs that modified Topic 842. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company determines if a contract contains a lease at inception. For contracts where the Company is the lessee, operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liability on the Company's balance sheet. The Company currently does not have any finance leases.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company's operating leases. Additionally, the Company applies the short-term lease measurement and recognition exemption in which right of use assets and lease liabilities are not recognized for leases less than twelve months.





Cost of Contracts


Costs of systems revenue include direct product costs, installation labor and other costs, estimated warranty costs, and initial training and product maintenance costs. These costs are recorded at the time of sale. Costs of disposable revenue include direct product costs and estimated warranty costs and are recorded at the time of sale. Cost of revenue from services and license fees are recorded when incurred. Cost of sublease revenue is recorded on a straight-line basis.





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Results of Operations



Comparison of the Three Months Ended June 30, 2020 and 2019

Revenue. Revenue decreased from $6.8 million for the three months ended June 30, 2019 to $5.3 million for the three months ended June 30, 2020, a decrease of 21%. There was less than $0.1 million in revenue from the sales of systems for the three months ended June 30, 2020 and no revenue from the sales of systems for the three months ended June 30, 2019. Revenue from sales of disposable interventional devices, service, and accessories decreased to $5.1 million for the three months ended June 30, 2020 from $6.5 million for the three months ended June 30, 2019, a decrease of approximately 22% driven by lower disposable sales volumes as a result of the COVID pandemic. The Company recognized $0.2 million of sublease revenue for the three month period ended June 30, 2020 compared to $0.3 million for the three month period ended June 30, 2019.

Cost of Revenue. Cost of revenue was relatively consistent at $1.1 million for the three months ended June 30, 2019 and June 30, 2020. As a percentage of our total revenue, overall gross margin decreased to 80% for the three months ended June 30, 2020 from 83% for the three months ended June 30, 2019. Cost of revenue for systems sold increased to $0.2 million for the three months ended June 30, 2020 from less than $0.1 million for the three months ended June 30, 2019 primarily due to increased Odyssey system installations and changes in obsolete inventory. Gross margin for systems was less than negative $0.1 million for the three months ended June 30, 2019 and $0.1 million for the three months ended June 30, 2020. Cost of revenue for disposables, service, and accessories decreased to $0.7 million for the three months ended June 30, 2020 from $0.9 million for the three months ended June 30, 2019 primarily due to decreased disposable sales volumes. Gross margin for disposables, service, and accessories increased to 87% for current year period from 86% for the three months ended June 30, 2019 due to product mix. Cost of sublease revenue was $0.2 million for both the three month periods ended June 30, 2020 and June 30, 2019.

Research and Development Expenses. Research and development expenses decreased from $2.7 million for the three months ended June 30, 2019 to $2.0 million for the three months ended June 30, 2020, a decrease of approximately 27%. This decrease was primarily due to higher Genesis RMN project spending in the three month period ending June 30, 2019.

Sales and Marketing Expenses. Sales and marketing expenses decreased from $3.2 million for the three months ended June 30, 2019 to $2.5 million for the three months ended June 30, 2020, a decrease of approximately 21%. This decrease was primarily due to reductions in travel and trade-show related expenses.

General and Administrative Expenses. General and administrative expenses include finance, information systems, legal, and general management. General and administrative expenses increased from $1.2 million for the three months ended June 30, 2019 to $1.7 million for the three months ended June 30, 2020, an increase of approximately 41%. This increase was primarily due to increased non-cash director compensation driven by stock appreciation as compared to the prior year period.

Interest Income. Interest income was less than $0.1 million for the three months ended June 30, 2020 and June 30, 2019.

Comparison of the Six Months Ended June 30, 2020 and 2019

Revenue. Revenue decreased from $13.8 million for the six months ended June 30, 2019 to $11.1 million for the six months ended June 30, 2020, a decrease of approximately 20%. There was less than $0.1 million in revenue from the sales of systems for the six months ended June 30, 2020 and June 30, 2019. Revenue from sales of disposable interventional devices, service and accessories decreased to $10.6 million for the six months ended June 30, 2020 from $13.3 million for the six months ended June 30, 2019, a decrease of approximately 20%, driven by lower procedure volumes and less time and material contracts, both as a result of the COVID pandemic. Sublease revenue was $0.5 million for both the six month periods ended June 30, 2020 and June 30, 2019.

Cost of Revenue. Cost of revenue decreased from $2.6 million for the six months ended June 30, 2019 to $2.0 million for the six months ended June 30, 2020, a decrease of approximately 20%. As a percentage of our total revenue, overall gross margin increased to 82% for the six months ended June 30, 2020 from 81% for the six months ended June 30, 2019. Cost of revenue for systems sold increased from $0.1 million for the six months ended June 30, 2019 to $0.2 million for the six months ended June 30, 2020, primarily due to increased Odyssey system installations and changes in obsolete inventory. Gross margin for systems decreased from less than $0.1 million for the six months ended June 30, 2019 to negative $0.2 million for the six months ended June 30, 2020 due to changes in production and obsolescence reserves. Cost of revenue for disposables, service, and accessories decreased to $1.3 million for the six months ended June 30, 2020 from $2.0 million for the six months ended June 30, 2019 due to decreased disposable sales volumes and lower expenses incurred under service contracts in the current year period, both as a result of the COVID pandemic. Gross margin for disposables, service and accessories was 88% for the current year period compared to 85% for the six months ended June 30, 2019 driven by product mix and lower expenses incurred under service contracts in the current year period. Cost of sublease revenue was $0.5 million for both the six month periods ended June 30, 2020 and June 30, 2019.

Research and Development Expenses. Research and development expenses decreased from $5.7 million for the six months ended June 30, 2019 to $4.1 million for the six months ended June 30, 2020, a decrease of approximately 28%. This decrease was due to higher Genesis RMN project spending in the six month period ended June 30, 2019.

Sales and Marketing Expenses. Sales and marketing expenses decreased from $6.5 million for the six months ended June 30, 2019 to $5.5 million for the six months ended June 30, 2020, a decrease of approximately 17%. This decrease was primarily due to reductions in travel and trade-show related expenses enhanced by a more efficient distribution of clinical adoption and marketing resources.





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General and Administrative Expenses. General and administrative expenses include finance, information systems, legal, and general management. General and administrative expenses increased to $3.5 million for the six months ended June 30, 2020 from $2.6 million for the six months ended June 30, 2019, an increase of 32%. This increase was primarily due to increased non-cash director compensation driven by stock appreciation as compared to the prior year.

Interest Income. Interest income for the six months ended June 30, 2020 and June 30, 2019 was less than $0.1 million.

Liquidity and Capital Resources

Liquidity refers to the liquid financial assets available to fund our business operations and pay for near-term obligations. These liquid financial assets consist of cash and cash equivalents. We are continuously and critically reviewing our liquidity and anticipated capital requirements in light of the significant uncertainty created by the COVID-19 pandemic.

At June 30, 2020 we had $44.0 million of cash and equivalents. We had working capital of $39.4 million as of June 30, 2020 compared to $26.7 million as of December 31, 2019. The increase in working capital was primarily driven by net proceeds received from the May 2020 Securities Purchase Agreement partially offset by net losses incurred during the first six months of 2020.





The following table summarizes our cash flow by operating, investing and
financing activities for the six months ended June 30, 2020 and 2019 (in
thousands):



                                                           Six Months Ended June 30,
                                                           2020                2019
Cash flow used in operating activities                 $      (3,337 )     $      (2,296 )
Cash flow used in investing activities                           (71 )               (10 )
Cash flow provided by (used in) financing activities          17,232                 (18 )




Net cash used in operating activities. We used approximately $3.3 million and $2.3 million of cash for operating activities during the six months ended June 30, 2020 and 2019, respectively. The increase in cash used in operating activities was driven by increased use of working capital for the building of inventory.

Net cash used in investing activities. We used less than $0.1 million of cash during the six months ended June 30, 2020 and June 30, 2019 for purchases of equipment.

Net cash provided by (used) financing activities. We generated $17.2 million of cash for the six month period ended June 30, 2020 and used less than $0.1 million of cash for the six month period ended June 30, 2019. The cash generated in the six month period ended June 30, 2020 was driven by the net proceeds of $15.0 million received from the May 2020 Securities Purchase Agreement and $2.2 million of proceeds received from the Paycheck Protection Program loan.





Capital Resources


As of June 30, 2020, our borrowing facilities were comprised of the Paycheck Protection Program debt as discussed in the following section.





Revolving Line of Credit


The Company had a working capital line of credit with its primary lender, Silicon Valley Bank that matured on June 30, 2020.





Paycheck Protection Program


The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted on March 27, 2020 in the United States. Among the provisions contained in the CARES Act is the creation of the Paycheck Protection Program that provides for Small Business Administration ("SBA") Section 7(a) loans for qualified small businesses. The loan can be forgiven as long as the funds are used for payroll related expenses as well as rent and utilities paid during the twenty four week period from the date of the loan along with maintaining certain headcount levels. On April 10, 2020, the Company was informed by its lender, Midwest BankCentre (the "Bank"), that the Bank received approval from the SBA to fund the Company's request for a loan under the SBA's Paycheck Protection Program ("PPP Loan"). Per the terms of the PPP Loan, the Company received total proceeds of $2,158,310 from the Bank on April 20, 2020. In accordance with the loan forgiveness requirements of the CARES Act, the Company intends to use the proceeds from the PPP Loan primarily for payroll costs, rent and utilities. The Company anticipates that the loan will be substantially forgiven. To the extent it is not forgiven, the Company would be required to repay that portion at an interest rate of 1% per annum, beginning November 2020 with a final installment in April 2022.

The holders of common stock are entitled to one vote for each share held and to receive dividends whenever funds are legally available and when declared by the Board of Directors subject to the rights of holders of all classes of stock having priority rights as dividends and the conditions of the revolving line of credit agreement. No dividends have been declared or paid as of June 30, 2020.





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2020 Equity Financing


The On May 25, 2020, the Company entered into a Securities Purchase Agreement with certain accredited investors, whereby it, in a direct registered offering, agreed to issue and sell to the investors an aggregate of 3,658,537 shares of the Company's common stock, $0.001 par value per share, at a price of $4.10 per share. The Company received net proceeds of approximately $15.0 million, after offering expenses.

2019 Equity Financing and Series B Convertible Preferred Stock

As disclosed in Note 9, on August 7, 2019, the Company entered into a Securities Purchase Agreement with certain institutional and other accredited investors, whereby it, in a private placement, agreed to issue and sell to the investors an aggregate of 6,585,000 shares of the Company's common stock, $0.001 par value per share, at a price of $2.05 per share and 5,610,121 shares of the Company's Series B Convertible Preferred Stock, $0.001 par value per share which are convertible into shares of the Company's Common Stock, at a price of $2.05 per share. The Series B Preferred Stock, which is a Common Stock equivalent but non-voting and with a blocker on conversion if the holder would exceed a specified threshold of voting security ownership, is convertible into Common Stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like as provided in the Purchase Agreement. The Series B Convertible Preferred Stock is reported in the stockholders' equity section of the balance sheet. The Company received net proceeds of approximately $23.1 million, after offering expenses.

Series A Convertible Preferred Stock and Warrants

In September 2016, the Company issued 24,000 shares of Series A Convertible Preferred Stock, par value $0.001 with a stated value of $1,000 per share which are convertible into shares of the Company's common stock at an initial conversion rate of $0.65 per share and (ii) warrants to purchase an aggregate of 36,923,078 shares of common stock. The convertible preferred shares are entitled to vote on an as-converted basis with the common stock, subject to specified beneficial ownership issuance limitations. The convertible preferred shares bear dividends at a rate of six percent (6%) per annum, which are cumulative and accrue daily from the date of issuance on the $1,000 stated value. Such dividends will not be paid in cash except in connection with any liquidation, dissolution or winding up of the Company or any redemption of the convertible preferred shares. Each holder of convertible preferred shares has the right to require us to redeem such holder's convertible preferred shares upon the occurrence of specified events, which include certain business combinations, the sale of all or substantially all of the Company's assets, or the sale of more than 50% of the outstanding shares of the Company's common stock. In addition, the Company has the right to redeem the convertible preferred shares in the event of a defined change of control. The convertible preferred shares rank senior to our common stock as to distributions and payments upon the liquidation, dissolution, and winding up of the Company. Since the convertible preferred shares are subject to conditions for redemption that are outside the Company's control, the convertible preferred shares are presently reported in the mezzanine section of the balance sheet.

The warrants issued in conjunction with the convertible preferred stock (the "SPA Warrants") have an exercise price equal to $0.70 per share subject to adjustments as provided under the terms of the warrants. The warrants are exercisable through September 29, 2021, subject to specified beneficial ownership issuance limitations.

Off-Balance Sheet Arrangements

We do not currently have, nor have we ever had, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. As a result, we are not materially exposed to any financing, liquidity, market, or credit risk that could have arisen if we had engaged in these relationships.





ITEM 3. [RESERVED]



None.

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