Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.6.0.2
Subsequent Events
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
21. SUBSEQUENT EVENTS

 

Dominion Capital LLC Promissory Note Debt Conversions

 

During January 2017, the Company issued 22,510,372 shares of its common stock to Dominion Capital LLC upon the conversion of $333 of principal and accrued interest of a note outstanding.

 

During February 2017, the Company issued 27,000,723 shares of its common stock to Dominion Capital LLC upon the conversion of $357 of principal and accrued interest of a note outstanding.

 

From March 1 through March 13, 2017, the Company issued 53,329,015 shares of its common stock to Dominion Capital LLC upon the conversion of $417 of principal and accrued interest of a note outstanding. 

 

Forward Investments, LLC Promissory Note Conversions

 

During January 2017, the Company issued 31,395,890 shares of its common stock to Forward Investments, LLC upon conversion of $582 principal amount of promissory notes outstanding. 

 

During February 2017, the Company issued 47,525,408 shares of its common stock to Forward Investments, LLC upon conversion of $867 principal amount of promissory notes outstanding. 

 

From March 1 through March 13, 2017, the Company issued 83,039,391 shares of its common stock to Forward Investments, LLC upon conversion of $1,112 principal amount and $254 accrued interest of promissory notes outstanding. 

 

JGB Waltham

 

During January 2017, the Company made cash payments due to JGB Waltham for principal and interest of $126 and $20, respectively, related to the outstanding December 2015 senior secured convertible debenture.

 

During January 2017, the Company made cash payments due to JGB Waltham for principal and interest of $89 and $2, respectively, related to the outstanding 2.7 Note.

  

JGB Concord

 

During January 2017, the Company issued 17,145,048 shares of common stock to JGB Concord pursuant to conversion of $290 principal amount and $1 of accrued interest related to the outstanding February 2016 senior secured convertible debenture.

 

During January 2017, the Company made cash payments due to JGB Concord for principal and interest of $32 and $14, respectively, related to the outstanding February 2016 senior secured convertible debenture.

 

During February 2017, the Company issued 3,118,534 shares of common stock to JGB Concord pursuant to conversion of $45 principal amount and $1 of accrued interest related to the outstanding February 2016 senior secured convertible debenture.

 

During February 2017, the Company made cash payments to JGB Concord for principal of $2,500 using proceeds from the sale of the Highwire division of ADEX (see note below for additional detail on the sale).

 

From March 1 through March 13, 2017, the Company issued 61,204,023 shares of common stock to JGB Concord pursuant to conversion of $575 principal amount and $1 of accrued interest related to the outstanding February 2016 senior secured convertible debenture.

 

JGB Make-Whole Provision

 

During February 2017, the Company made cash payments to JGB in settlement of the make-whole provision using $815 of proceeds from the sale of the Highwire division of ADEX (see note below for additional detail on the sale).

 

January 31, 2017 Senior Convertible Promissory Note

 

On January 31, 2017, the Company entered into a senior convertible promissory note with Dominion Capital, LLC in the original principal amount of $70, with interest accruing at the rate of 6% per annum, which matures on January 31, 2018. The note is convertible at the lower of (i) $0.10 or (ii) 80% of the lowest VWAP in the 15 trading days prior to the conversion date.

 

Smithline Senior Convertible Note Debt Conversions

 

During February 2017, the Company issued 1,830,459 shares of its common stock to Smithline upon the conversion of $23 of principal of a note outstanding.

 

From March 1 through March 13, 2017, the Company issued 21,580,444 shares of its common stock to Smithline upon the conversion of $223 of principal of a note outstanding.

 

December 30, 2016 Receivables Purchase Agreement

 

During January 2017, the Company made cash payments to Dominion Capital for principal of $220 related to the outstanding December 30, 2016 Receivables Purchase Agreement. 

 

During February 2017, the Company made cash payments to Dominion Capital for principal of $54 related to the outstanding December 30, 2016 Receivables Purchase Agreement.

 

From March 1 through March 13, 2017, the Company made cash payments to Dominion Capital for principal of $77 related to the outstanding December 30, 2016 Receivables Purchase Agreement. 

 

Sale of High Wire Networks

 

On February 28, 2017, the Company sold the Highwire division of ADEX. This division accounted for approximately $11.0 million in annual revenue in 2016. Under the terms of the sale, the Company received $4.0 million in cash and is expected to receive an additional working capital adjustment of approximately $0.9 million to be paid in August 2017. The proceeds of this sale were used to reduce certain secured term loans to JGB (Cayman) Waltham Ltd. and JGB (Cayman) Concord Ltd. (the JGB Entities).

 

In connection with the sale of Highwire, the Company amended its remaining debentures with the JGB Entities reducing the conversion prices on the debentures. Additionally, the Company issued a warrant to the JGB Entities whereby the holder of the warrant has the right to purchase from the Company up to the number of shares of common stock resulting in the Company receiving aggregate proceeds of $1.0 million. The warrant expires on November 28, 2018 and contains a cashless exercise feature. The warrants have an exercise price of $0.04 until May 29, 2017 and the lower of (a) $0.04 and (b) 80% of the lowest daily price of our common stock for the prior 30 days thereafter.

 

Assignment and Assumption Agreement

 

On March 8, 2017, JGB (Cayman) Waltham Ltd. assigned $500 of principal of an outstanding note to a third party, MEF I, L.P. The new convertible promissory note has an original principal amount of $550 and accrues interest at a rate of 4.67% per annum, with a maturity date of May 31, 2019. The note is convertible at the lower of (i) $0.04 or (ii) 80% of the lowest VWAP in the 30 trading days prior to the conversion date.