Quarterly report pursuant to Section 13 or 15(d)

Debt

v3.23.1
Debt
 6 Months Ended
Mar. 31, 2023
Debt [Abstract]  
Debt Note 8 – Debt

SWK Residual Royalty Agreements

On March 5, 2018, the Company entered into a Credit Agreement (as amended, the “Credit Agreement”) with the financial institutions party thereto from time to time (the “Lenders”) and SWK Funding LLC, as agent for the Lenders (the “Agent”), for a synthetic royalty financing transaction. On and subject to the terms of the Credit Agreement, the Lenders provided the Company with a term loan of $10.0 million, which was advanced to the Company on the date of the Credit Agreement. The Company repaid the loan and return premium specified in the Credit Agreement in August 2021, and as a result has no further obligations under the Credit Agreement. The Agent has released its security interest in Company collateral previously pledged to secure its obligations under the Credit Agreement.

In connection with the Credit Agreement, the Company and the Agent also entered into a Residual Royalty Agreement, dated as of March 5, 2018 (as amended, the “Residual Royalty Agreement”), which provides for an ongoing royalty payment of 5% of product revenue from net sales of FC2. The Residual Royalty Agreement will terminate upon (i) a change of control or sale of the FC2 business and the payment by the Company of the amount due in connection therewith pursuant to the Residual Royalty Agreement, or (ii) mutual agreement of the parties. If a change of control or sale of the FC2 business occurs, the Agent will receive a payment that is the greater of (A) $2.0 million or (B) the product of (x) 5% of the product revenue from net sales of FC2 for the most recently completed 12-month period multiplied by (y) five.

For accounting purposes, the $10.0 million advance under the Credit Agreement was allocated between the Credit Agreement and the Residual Royalty Agreement on a relative fair value basis. A portion of the amount allocated to the Residual Royalty Agreement, equal to the fair value of the respective change of control provisions, was allocated to an embedded derivative liability. The derivative liability is adjusted to fair market value at each reporting period.

At March 31, 2023 and September 30, 2022, the Residual Royalty Agreement liability consisted of the following:

March 31,

September 30,

2023

2022

Residual royalty agreement liability, fair value at inception

$

346,000

$

346,000

Add: accretion of liability using effective interest rate

11,521,831

9,950,908

Less: cumulative payments

(4,019,683)

(3,765,372)

Residual royalty agreement liability, excluding embedded derivative liability

7,848,148

6,531,536

Add: embedded derivative liability at fair value (see Note 3)

3,764,000

4,294,000

Total residual royalty agreement liability

11,612,148

10,825,536

Residual royalty agreement liability, short-term portion

(1,354,823)

(1,169,095)

Residual royalty agreement liability, long-term portion

$

10,257,325

$

9,656,441

As the Company has repaid the original principal of $10.0 million advanced in connection with the Credit Agreement and the Residual Royalty Agreement, payments under the Residual Royalty Agreement are classified as interest payments and included in operating activities on the accompanying unaudited condensed consolidated statements of cash flows. The short-term portion of the Residual Royalty Agreement liability represents the aggregate of the estimated quarterly payments on the Residual Royalty Agreement payable during the 12-month period subsequent to the balance sheet date.

Interest expense on the accompanying unaudited condensed consolidated statements of operations relates to the accretion of the liability for the Residual Royalty Agreement. The accretion of the liability is based on projected FC2 revenues. Subsequent to March 31, 2023, the Company learned of The Pill Club’s bankruptcy filing, which results in uncertainty whether sales to The Pill Club will continue in the future. A decrease in our projected FC2 revenues may result in a decreased Residual Royalty Agreement liability in future periods.

Premium Finance Agreement

On November 1, 2022, the Company entered into a Premium Finance Agreement to finance $1.4 million of its directors and officers liability insurance premium at an annual percentage rate of 6.3%. The financing is payable in eleven monthly installments of principal and interest, beginning on December 1, 2022. The balance of the insurance premium liability is $0.9 million as of March 31, 2023 and is included in accrued expenses and other current liabilities on the accompanying unaudited condensed consolidated balance sheet.