Note 6 - Debt
 12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Debt Disclosure [Text Block]
NOTE
6
– DEBT
 
Debt consisted of the following at: 
 
   
December 31,
    
December 31,
  
   
2019
    
2018
  
Related Party Debt:
                
July 2014 note payable to Little Harbor, LLC
   $
3,267
     $
3,267
  
July 2016 note payable to Little Harbor, LLC
    
4,770
      
4,770
  
January 2016 note payable to Great Harbor Capital, LLC
    
2,500
      
2,500
  
March 2016 note payable to Great Harbor Capital, LLC
    
7,000
      
7,000
  
December 2016 note payable to Great Harbor Capital, LLC
    
2,500
      
2,500
  
August 2017 note payable to Great Harbor Capital, LLC
    
3,000
      
3,000
  
February 2018 note payable to Great Harbor Capital, LLC
    
2,000
      
2,000
  
July 2018 note payable to Great Harbor Capital, LLC, net of discount of $563 and $1,056 at December 31, 2019 and December 31, 2018 respectively
    
4,437
      
3,944
  
November 2018 note payable to Great Harbor Capital, LLC,net of discount of $354 and $1,088 at December 31, 2019 and December 31, 2018 respectively
    
3,646
      
2,912
  
January 2016 note payable to Golisano Holdings LLC
    
2,500
      
2,500
  
March 2016 note payable to Golisano Holdings LLC
    
7,000
      
7,000
  
July 2016 note payable to Golisano Holdings LLC
    
4,770
      
4,770
  
December 2016 note payable to Golisano Holdings LLC
    
2,500
      
2,500
  
March 2017 note payable to Golisano Holdings LLC
    
3,267
      
3,267
  
February 2018 note payable to Golisano Holdings LLC
    
2,000
      
2,000
  
November 2014 note payable to Golisano Holdings LLC(formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $271 and $678 as of December 31, 2019 and December 31 2018, respectively
    
7,729
      
7,322
  
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of$457 and $915 as of December 31, 2019 and December 31 2018, respectively
    
4,543
      
4,085
  
February 2015 note payable to Golisano Holdings LLC(formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in theaggregate of $25 and $60 as of December 31, 2019 and December 31 2018, respectively
    
1,975
      
1,940
  
Macatawa Bank
    
15,000
      
15,000
  
Total related party debt
    
84,404
      
82,277
  
                 
Senior Credit Facility with Midcap
    
4,413
      
-
  
                 
Other Debt:
                
April 2016 note payable to JL-Utah Sub, LLC
    
-
      
62
  
Huntington Holdings, LLC
    
2,310
      
3,200
  
Total other debt
    
2,310
      
3,262
  
                 
Total debt
    
91,127
      
85,539
  
Less current portion
    
(91,127
)
    
(70,539
)
                 
Long-term debt
   $
-
     $
15,000
  
 
Future aggregate maturities of debt that have maturities beyond
2020
have been classified as current on the consolidated balance sheet as the Company has determined that it is probable that the Company will
not
be able to meet the
2019
debt obligations as they become due, thus causing a technical default of the debt obligations.
 
 
Related-Party Debt
 
Little Harbor Capital LLC
Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Little Harbor LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Little Harbor LLC.
 
July 2014
Note Payable to Little Harbor, LLC
Pursuant to a
July 2014
Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, we were obligated to pay such party
$4,900
per year in structured monthly payments for
3
years provided that such payment obligations would terminate at such earlier time as the trailing
ninety
day volume weighted average closing sales price of the Company’s common stock on all domestic securities exchanges on which such stock is listed equals or exceeds
$5.06
per share. This note is unsecured and matured on
July 25, 2017
with an outstanding balance of
$3,267.
On
February 6, 2018,
we entered into an agreement with Little Harbor to convert the obligations into an unsecured promissory note (“Little Harbor Debt Repayment Note”). The note bears interest at an annual rate of
8.5%,
with the principal payable at maturity. The Little Harbor Debt Repayment Note was to mature on
July 25, 2020;
however, Little Harbor and the Company entered into Amendment
No.
1
to the Little Harbor Debt Repayment Note, which has an effective date of
June 30, 2019
and extended the maturity of this note from
July 25, 2020
to
October 22, 2021
.
 
July 2016
Note Payable to Little Harbor, LLC
On
July 21, 2016,
we issued an Unsecured Delayed Draw Promissory Note in favor of Little Harbor (“Little Harbor Delayed Draw Note”), pursuant to which Little Harbor
may,
in its sole discretion and pursuant to draw requests made by the Company, loan us up to the maximum principal amount of
$4,770.
This note bears interest at an annual rate of
8.5%,
with the principal payable at maturity. If Little Harbor, in its discretion, accepts a draw request made by the Company under this note, Little Harbor shall
not
transfer cash to the Company, but rather Little Harbor shall irrevocably agree to accept the principal amount of any monthly delayed draw under this note in lieu and in complete satisfaction of the Company’s obligation to make an equivalent dollar amount of periodic cash payments otherwise due to Little Harbor under the
July 2014
note payable. During the year ended
December 31, 2016,
we requested and Little Harbor LLC approved, full draw amounts totaling
$4,770.
We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrant in Note
7
). This note is unsecured and was to mature on
January 28, 2019;
however, on
January 23, 2019,
the Company and Little Harbor entered into Amendment
No.
1
to the Little Harbor Delayed Draw Note, as amended and restated, which extended the maturity of this note to
June 30, 2019;
then on
July 8, 2019,
the Company and Little Harbor entered into Amendment
No.
2
to the Little Harbor Delayed Draw Note, as amended and restated, which has an effective date of
June 30, 2019
and extended the maturity of this note from
June 30, 2019
to
October 22, 2021
.
 
Little Harbor has delivered a deferment letter pursuant to which Little Harbor agreed to defer all payments due under the aforementioned notes held by Little Harbor, through
October 22, 2021
and agreed to refrain from declaring a default and/or exercising any remedies under the notes. 
 
Great Harbor Capital LLC
Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Great Harbor Capital LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Great Harbor Capital LLC.
 
January 2016
Note Payable to Great Harbor Capital, LLC
Pursuant to a
January 28, 2016
Unsecured Promissory Note (
“January 2016
GH Note”) with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us
$2,500.
The
January 2016
GH Note bears interest at an annual rate of
8.5%,
with the principal payable in
24
monthly installments of
$104
which payment was to commence on
February 28, 2017
but was deferred to
August 31, 2019.
We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note
7
). The original maturity date of the
January 2016
GH Note was
January 28, 2019;
however, on
January 23, 2019,
the Company and GH entered into Amendment
No.
7
to the
January 2016
GH Note, as amended and restated, which extended the maturity to
June 30, 2019,
then on
July 8, 2019,
the Company and GH entered into Amendment
No.
8
to the
January 2016
GH Note, as amended and restated, which has an effective date of
June 30, 2019
and extended the maturity of this note to
October 22, 2021
.
 
March 2016
Note Payable to Great Harbor Capital, LLC
Pursuant to a
March 21, 2016
Unsecured Promissory Note (
“March 2016
GH Note”), GH lent us
$7,000.
This
March 2016
GH Note bears interest at an annual rate of
8.5%,
with the principal payable in
24
monthly installments of
$292
which payment was to commence on
April 21, 2017
but was deferred to
August 30, 2019.
We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note
7
). The note was to mature on
March 21, 2019;
however, on
January 23, 2019,
the Company and GH entered into Amendment
No.
6
to the
March 2016
GH Note, which extended the maturity of this note to
June 30, 2019,
then on
July 8, 2019,
the Company and GH entered into Amendment
No.
7
to the
March 2016
GH Note, which has an effective date of
June 30, 2019
and extended the maturity of this note from
June 30, 2019
to
October 22, 2021
.
 
December 2016
Note Payable to Great Harbor Capital, LLC
Pursuant to a
December 31, 2016
Unsecured Promissory Note (
“December 2016
GH Note”), GH lent us
$2,500.
The
December 2016
GH Note bears interest at an annual rate of
8.5%,
with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note
7
). The note was to mature on
December 30, 2019;
however, on
July 8, 2019,
the Company and GH entered into the Amendment
No.
1
to the
December 2016
GH Note, which has an effective date of
June 30, 2019
and extended the maturity of this note from
December 30, 2019
to
October 22, 2021
.
  
August 2017
Note Payable to Great Harbor Capital, LLC
Pursuant to an
August 30, 2017
Secured Promissory Note, GH lent us
$3,000
(
“August 2017
GH Note”). The
August 2017
GH Note bears interest at an annual rate of
8.5%,
with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note
7
). The note was to mature on
August 29, 2020;
however, on
July 8, 2019,
the Company and GH entered into the Amendment
No.
1
to the
August 2017
GH Note, which has an effective date of
June 30, 2019
and extended the maturity of this note from
August 29, 2020
to
October 22, 2021
.
 
February 2018
Note Payable to Great Harbor Capital, LLC
Pursuant to a
February 6, 2018
Secured Promissory Note, GH lent us
$2,000
(
“February 2018
GH Note”). The note bears interest at an annual rate of
8.5%,
with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to Midcap Funding
X
Trust as successor-by-assignment from MidCap Financial Trust (“MidCap”). The note matures on
February 6, 2021;
however, on
July 8, 2019,
the Company and GH entered into the Amendment
No.
1
to the
February 2018
GH Note, which has an effective date of
June 30, 2019
and extended the maturity of this note from
February 6, 2021
to
October 22, 2021
.
 
As previously reported, on
February 6, 2018,
the Company issued an Amended and Restated Secured Promissory Note to GH (“A&R
August 2017
GH Note”) replacing the prior Secured Promissory Note issued on
August 30, 2017.
The amendment and restatement added a requirement that when the Company consummates any Special Asset Disposition (as defined in the
February 2018
GH Note), provided that the Company has a minimum liquidity of
$1,000,
the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the A&R
August 2017
GH Note and any other note subject to the Intercreditor Agreement (defined below). The interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on
August 30, 2017;
however, the maturity date has been extended to
October 22, 2021
pursuant to Amendment
No.
1
to the A&R
August 2017
GH Note.
 
Furthermore, as a result of notes issued on
February 6, 2018,
by GH and Golisano Holdings LLC (“Golisano LLC”), GH and Golisano LLC entered into an “Intercreditor Agreement” where they agreed that each of the
February 2018
GH Note, A&R
August 2017
GH Note, and the Golisano LLC
February 2018
Note are pari passu as to repayment, security and otherwise and are equally and ratably secured.
 
July 2018
Note Payable to Great Harbor Capital, LLC
Pursuant to a
July 27, 2018
Secured Promissory Note, GH loaned the Company
$5,000
(
"July 2018
GH Note"). The
July 2018
GH Note bears interest at an annual rate of
8.5%,
with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of
8.5%
per year and is payable monthly on the
first
day of each month, beginning
September 1, 2018.
The principal of the
July 2018
GH Note is payable at maturity on
January 27, 2020.
The
July 2018
GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note
7
). The note matures on
January 27, 2020;
however, on
July 8, 2019,
the Company and GH entered into the Amendment
No.
1
to the
July 2018
GH Note, which has an effective date of
June 30, 2019
and extended the maturity date of this note from
January 27, 2020
to
October 22, 2021
.
 
The
July 2018
GH Note is subordinate to the indebtedness owed to MidCap. The
July 2018
GH Note is senior to the indebtedness owed to Little Harbor and Golisano Holdings LLC.
 
November 2018
Note Payable to Great Harbor Capital, LLC
Pursuant to a
November 5, 2018
Secured Promissory Note, GH loaned the Company
$4,000
(
"November 2018
GH Note"). The
November 2018
GH Note bears interest at an annual rate of
8.5%,
with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of
8.5%
per year and is payable monthly on the
first
day of each month, beginning
December 1, 2018.
The principal of the
November 2018
GH Note is payable at maturity on
November 5, 2020.
The
November 2018
GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note
7
). The
November 2018
GH Note matures on
November 5, 2020;
however, on
July 8, 2019,
the Company and GH entered into Amendment
No.
1
to the
November 2018
GH Note, which has an effective date of
June 30, 2019
and extended the maturity of this note from
November 5, 2020
to
October 22, 2021
.
 
GH has delivered a deferment letter pursuant to which GH agreed to defer all payments due under the aforementioned notes held by GH, through
October 22, 2021
and agreed to refrain from declaring a default and/or exercising any remedies under the notes.
 
Golisano Holdings LLC.
Mr. B. Thomas Golisano, a member of the Company’s Board of Directors is a principal of Golisano Holdings LLC.
 
November 2014
Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)
On
November 13, 2014,
we raised proceeds of
$8,000,
less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The Managing Director of Penta, an institutional investor, is also a director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On
March 8, 2017,
Golisano Holdings, LLC (“Golisano LLC”) acquired this note payable from Penta (the “First Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of
12%
per year from the date of issuance to
March 8, 2017,
and decreased to
8%
per year thereafter, payable monthly. The note matures on
October 22, 2021.
On
August 30, 2017,
we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase
4,960,740
shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants formerly Penta Warrants in Note
7
). On
August 30, 2017,
we entered into an amendment with Golisano LLC which extended payment of principal to maturity. On
July 8, 2019,
the Company and GH entered into Amendment
No.
1
to the
November 2014
GH Note, which has an effective date of
June 30, 2019
and extended the maturity of this note from
November 5, 2020
to
October 22, 2021.
 
January 2015
Note Payable to Golisano Holdings LLC (formerly payable to JL-Mezz Utah, LLC-f/k/a JL-BBNC Mezz Utah, LLC)
On
January 22, 2015,
we raised proceeds of
$5,000,
less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL-US”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL-US a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. On
March 8, 2017,
Golisano LLC acquired this note payable from JL-US. Interest on the outstanding principal accrued at a rate of
12%
per year from the date of issuance to
March 8, 2017,
and decreased to
8%
per year thereafter, payable monthly (the “Golisano JL-US Note”). The note matures on
October 22, 2021.
On
August 30, 2017,
we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to JL-US to purchase
2,329,400
shares of the Company’s common stock on
January 22, 2015
and
434,809
shares of the Company’s common stock on
February 4, 2015 (
see JL Warrants in Note
7
).
 
February 2015
Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)
On
February 6, 2015,
we raised proceeds of
$2,000,
less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. On
March 8, 2017,
Golisano LLC acquired this note payable from Penta (the “Second Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of
12%
per year from the date of issuance to
March 8, 2017,
and decreased to
8%
per year thereafter, payable monthly. The note matures on
October 22, 2021.
On
August 30, 2017,
we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase
869,618
shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants formerly Penta Warrants in Note
7
).
 
January 2016
Note Payable to Golisano Holdings LLC
Pursuant to a
January 28, 2016
Unsecured Promissory Note with Golisano LLC (“Golisano LLC
January 2016
Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us
$2,500.
The note was to mature on
January 28, 2019;
however, on
January 28, 2019,
the Company and Golisano LLC entered into Amendment
No.
1
to Amended and Restated Unsecured Promissory Note, which extended the maturity date of the note to
June 30, 2019,
then on
July 8, 2019,
the Company and Golisano LLC entered into Amendment
No.
2
to Amended and Restated Unsecured Promissory Note, with an effective date of
June 30, 2019,
which extended the maturity date of the note from
June 30, 2019
to
October 22, 2021.
This note bears interest at an annual rate of
8.5%.
We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note
7
).
 
March 2016
Note Payable to Golisano Holdings LLC
Pursuant to a
March 21, 2016
Unsecured Promissory Note, Golisano LLC lent us
$7,000
(“Golisano LLC
March 2016
Note”). The note was to mature on
March 21, 2019;
however, on
July 8, 2019,
the Company and Golisano LLC entered into Amendment
No.
1
to Amended and Restated Unsecured Promissory Note, which extended the maturity date of the note to
June 30, 2019,
then on
July 8, 2019,
the Company and Golisano LLC entered into Amendment
No.
2
to Amended and Restated Unsecured Promissory Note, with an effective date of
June 30, 2019,
which extended the maturity date of the note from
June 30, 2019
to
October 22,
2021.This
note bears interest at an annual rate of
8.5%.
We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note
7
).
 
July 2016
Note Payable to Golisano Holdings LLC
On
July 21, 2016,
we issued an Unsecured Delayed Draw Promissory Note in favor of Golisano LLC pursuant to which Golisano LLC
may,
in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of
$4,770
(the “Golisano LLC
July 2016
Note”). The Golisano LLC
July 2016
Note was to mature on
January 28, 2019;
however, on
July 8, 2019,
the Company and Golisano LLC entered into Amendment
No.
2
to the Golisano LLC
July 2016
Note, with an effective date of
June 30, 2019,
which extended the maturity date of the note from
June 30, 2019
to
October 22, 2021.
Interest on the outstanding principal accrues at a rate of
8.5%
per year. The principal of the Golisano LLC
July 2016
Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note
7
). During the year ended
December 31, 2016,
we requested and Golisano LLC approved, draws totaling
$4,770.
 
December 2016
Note Payable to Golisano Holdings LLC
Pursuant to a
December 31, 2016
Unsecured Promissory Note, as amended and restated, Golisano LLC lent us
$2,500
(“Golisano LLC
December 2016
Note”). The note bears interest at an annual rate of
8.5%,
with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note
7
). The note was to mature on
December 30, 2019;
however, on
July 8, 2019,
the Company and Golisano LLC entered into Amendment
No.
1
to the Amended and Restated Golisano LLC
December 2016
Note, as amended and restated, with an effective date of
June 30, 2019,
which extended the maturity date of the note from
December 30, 2019
to
October 22, 2021
.
 
March 2017
Note Payable to Golisano Holdings LLC
Pursuant to a
March 14, 2017
Unsecured Promissory Note, as amended and restated, Golisano LLC lent us
$3,267
(“Golisano LLC
March 2017
Note”). The note bears interest at an annual rate of
8.5%,
with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note
7
). The note was to mature on
December 30, 2019;
however, on
July 8, 2019,
the Company and Golisano LLC entered into Amendment
No.
1
to the Golisano LLC
March 2017
Note, as amended and restated, with an effective date of
June 30, 2019,
which extended the maturity date of the note from
December 30, 2019
to
October 22, 2021.
 
February 2018
Note Payable to Golisano Holdings LLC
Pursuant to a
February 6, 2018
Secured Promissory Note, Golisano LLC lent us
$2,000
(“Golisano LLC
February 2018
Note”). The note bears interest at an annual rate of
8.5%,
with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap. The note was to mature on
February 6, 2021;
however, on
July 8, 2019,
the Company and Golisano LLC entered into Amendment
No.
1
to Secured Promissory Note (“Amendment
No.
1
to the Secured Promissory Note”), with an effective date of
June 30, 2019,
which extended the maturity date of the note from
February 6, 2021
to
October 22, 2021.
  
Golisano LLC has delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the aforementioned notes held by Golisano LLC through
October 22, 2021
and agreed to refrain from declaring a default and/or exercising any remedies under the notes. 
 
Macatawa Bank
Mr. Mark Bugge is a former member of the board of directors of Macatawa Bank (“Macatawa”) and was a member of the Company’s board of directors; he was an active member of both boards at the time of the term loan note. Two other members of the Company’s Board of Directors, Mr. B. Thomas Golisano and Mr. David L. Van Andel, are the owners and principals of the guarantor,
463IP
Partners, LLC (
“463IP”
). Furthermore, Mr. Van Andel, through his interest in a trust, holds an indirect limited partnership interest in White Bay Capital, LLLP, which has an ownership interest of greater than
10%
in Macatawa.
 
On
December 4, 2018,
the Company entered into a Term Loan Note and Agreement (the "Term Loan") in favor of Macatawa. Pursuant to the Term Loan, Macatawa loaned the Company
$15,000.
The Term Loan matures on
November 30, 2020
.
The Term Loan accrues interest at the interest rate equivalent to the
one
-month LIBOR Rate plus
1.00%
(the interest rate will
not
be less than
2.50%;
the rate was
2.76%
as of
December 31, 2019).
After the maturity date or upon the occurrence or continuation of an event of default, the unpaid principal balance shall bear interest at the interest rate of the note plus
3.00%.
The note is secured by the Limited Guaranty, defined below, and is subordinate to the indebtedness owed to MidCap.
 
In connection with the Term Loan,
463IP
has entered into a limited guaranty, dated as of
December 4, 2018,
in favor of Macatawa (the "Limited Guaranty") pursuant to which it has agreed to guarantee payment under the Term Loan and any and all renewals of the Term Loan and all interest accrued on such indebtedness limited to
$15,000
plus any accrued interest. 
 
Senior Credit Facility
On
January 22, 2015,
we entered into a
three
-year
$15,000
revolving credit facility (the “Senior Credit Facility”) pursuant to a credit and security agreement, based on our accounts receivable and inventory, which could be increased to up to
$20,000
upon satisfaction of certain conditions, with MidCap. MidCap subsequently assigned the agreement to an affiliate, Midcap Funding
X
Trust.
 
On
September 2, 2016,
we entered into an amendment with Midcap to increase the Senior Credit Facility to
$17,000
and extend our facility an additional
12
months. We granted MidCap a
first
priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the credit facility. We are required to pay Midcap an unused line fee of
0.50%
per annum, a collateral management fee of
1.20%
per month and interest of LIBOR plus
5%
per annum, which was
7%
per annum as of
December 31, 2019.
We issued a warrant to Midcap to purchase
500,000
shares of the Company’s common stock (see Midcap Warrant in Note
7
).
 
On
January 22, 2019,
we entered into Amendment Sixteen to the Credit and Security Agreement (the "MidCap Sixteenth Amendment"). The MidCap Sixteenth Amendment reduced the revolving credit facility amount from a total of
$17,000
to a total of
$5,000
and extended the expiration date from
January 22, 2019
to
April 22, 2019.
 
On
February 13, 2019,
MidCap informed the Company that MidCap had re-assigned all of its rights, powers, privileges and duties as “Agent” under the Credit and Security Agreement, as well as all of its right, title and interest in and to the revolving loans made under the facility from Midcap
X
Funding to MidCap IV Funding.
 
On
April 22, 2019,
we entered into Amendment Seventeen to the Credit and Security Agreement (the "MidCap Seventeenth Amendment"), which effectively increased the revolving credit facility amount to
$12,000
and renewed the Senior Credit Facility for an additional
two
years expiring on
April 22, 2021
.
 
We have incurred loan fees totaling
$540
relating to the Senior Credit Facility and the subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility. The balance owing on the Senior Credit Facility was
$4,413
as of
December 31, 2019.
 
Other Debt 
 
2014
Huntington Holdings, LLC
On
August 6, 2016,
the
18
-month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between
$2.29
per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be
$3,210.
Accordingly, the Company recorded a loss on the stock purchase price guarantee of
$3,210
and a corresponding liability for the same amount in
2016,
which was included in accrued expenses and other current liabilities in the consolidated balance sheet as of
December 31, 2016.
On
June 2, 2017,
the Company issued an unsecured promissory note (the “Huntington Note”) in favor of
2014
Huntington Holdings LLC (“Huntington”). The Huntington Note matured on
June 2, 2019
with the principal amount of
$3,200
payable at maturity. Interest on the outstanding principal accrues at a rate of
8.5%
per year from
August 6, 2016
to
August 15, 2017
and increases to
10%
per year thereafter. We paid
$50
to Huntington related to accrued interest from
August 6, 2016
through the date of issuance of the Huntington Note. Huntington was required to return
778,385
shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regard to the remaining
749,999
shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to
August 14, 2017,
the
778,385
shares held in escrow were to be released from escrow and transferred to the Company for
no
additional consideration. If the note remained outstanding on
August 15, 2017,
we had the right, but
not
the obligation, to pay
$140
to Huntington to purchase
764,192
of the subject shares held in escrow. Upon the exercise of this purchase option, the subject shares were to be released from escrow and transferred to the Company. If the note remained outstanding on
August 15, 2017
and we did
not
exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would
no
longer have repurchase rights. On
August 15, 2017,
the note was outstanding, and we did
not
exercise the repurchase right. The
778,385
shares were returned from escrow to Huntington.
 
On
June 7, 2019,
the Company and Huntington entered into the Amendment
No.
1
to the Huntington Note, with an effective date of
June 2, 2019,
relating to an original principal amount of
$3,210
to amend that Huntington Note, dated
June 2, 2017.
Amendment
No.
1
to the Huntington Note extended the maturity date of the note from
June 2, 2019
to
September 3, 2019.
The Company was in default on this note as of
December 31, 2019,
but subsequent to yearend the Company satisfied the note and cured the default. The balance owing on the unsecured Huntington Note was
$2,310
as of
December 31, 2019. (
See also Subsequent Events Note
13
).
 
 
Financial Covenants
 
Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. We amended our debt agreements with MidCap, Penta and JL-US, effective
July 29, 2016,
to, among other things, reset the financial covenants of each debt agreement. As of
December 31, 2019,
we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is
$4,413
as of
December 31, 2019.