v3.22.2.2
Subsequent Events
9 Months Ended
Sep. 30, 2022
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Mastronardi Note and Loan Agreement

On October 24, 2022, the Company entered into a note and loan agreement, dated October 24, 2022, (the “Note and Loan Agreement”) in the principal amount up to $30,000 (the “Note”) with Mastronardi Produce-USA, Inc. (“Mastronardi USA”) to be used for general corporate purposes consistent with a cash flow forecast provided to Lender. Pursuant to the Note and Loan Agreement, the Company received $15,000 on October 25, 2022, and will receive further amounts up to $15,000 provided that no event of default has occurred and certain other conditions have been met. The Note is secured by a mortgage on the Company’s CEA facility in Berea, Kentucky.

Subject to any acceleration by Mastronardi USA or extension by the Borrower Subsidiary, all outstanding principal (including PIK amounts), together with all accrued and unpaid interest, and any other sums payable under the loan documents shall be due and payable in full on December 19, 2022 (the “Initial Maturity Date”). The Initial Maturity Date may be extended for two (2) successive terms (the “Extension Option”) of thirty (30) days each to January 18, 2023 if the first Extension Option is exercised and February 17, 2023 if the second Extension Option is exercised, in each case subject to the satisfaction of certain conditions, including that the Borrower Subsidiary shall have agreed to the material terms for a sale leaseback transaction with Mastronardi USA, its affiliate or another third party. The Borrower Subsidiary will pay interest under the Note and Loan Agreement in arrears, on the first day of each calendar month, commencing on November 1, 2022 and continuing on the first day of each calendar month thereafter with a final payment on December 19, 2022 (or January 18, 2023 if the first Extension Option is exercised or February 16, 2023 if the second Extension Option is exercised). The interest rate shall be equal to seven and one-half percent (7.5%) per annum; provided that, in the event that the entire principal balance under the Note and Loan Agreement is not paid when due, or if any other Event of Default shall have occurred and be continuing, then the interest rate shall be equal to the lesser of 12.5% per annum or the maximum legal rate at the time any such interest is to be calculated.

November 2022 Restructuring
In November 2022, the Company initiated the November 2022 Restructuring to further reduce operating costs and its losses. The November 2022 Restructuring includes the elimination of a number of positions, including members of senior management. The Company estimates the restructuring charges, which consist of one-time severance charges and expense associated with the acceleration and modification of stock-based compensation, will be between $6,000 and $7,000 to be recorded in the fourth quarter of 2022. Total cash outlays associated with the November 2022 Restructuring are estimated to be $1,000, which will primarily be paid in the fourth quarter of 2022. The Company anticipates the costs savings from this restructuring plan will help improve the Company’s liquidity.