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.
17
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.
18
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.
19
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.
20
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.
21
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.
22
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.
© Edgar Online, source Glimpses