The Company issued a total of $70 million of senior secured notes (the “2026 Notes”) with a fixed interest rate of 10% to a group of lenders during 2023. The terms of the 2026 Notes provide that they will mature on December 1, 2026 with interest payable semi-annually in arrears on June 1 and December 1 of each year. The Company may elect, in its sole discretion, to pay up to 50% of the accrued and unpaid interest on the 2026 Notes due with its common stock.

In conjunction with the issuance of 2026 Notes, the Company issued 25,925,927 warrants at an exercise price of $2.16 per share to purchase Company’s common stock to the 2026 Notes holders (the “2026 Warrants”). The Company had the right to redeem for cash the applicable pro rata portion of any 2026 Warrant on each of May 1, 2025, September 1, 2025 and December 1, 2025, in each case, at a redemption price of $0.01 per share of underlying common stock, where there exists both a Funding Shortfall (as defined in the form of 2026 Warrant) and the market price of the underlying common stock, calculated in accordance with the provisions of the form of warrants, exceeded 130% of the exercise price of the warrants.

2028 Notes and related warrants

On March 12, 2025, the Company entered into a Note Purchase Agreement (the “NPA”), among the Company and certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to (i) sell to the Purchasers, in a private placement (the “Private Placement”), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder, $190 million in aggregate principal amount of its 5.00% Senior Secured Convertible Notes due 2028 (the “2028 Notes”) and (ii) issue to certain of the purchasers, common stock purchase warrants (the “2028 Warrants”) to purchase an aggregate of 7,800,000 shares of the Company’s common stock, par value $0.0001 per share, with exercise prices ranging from $12.56 to $20.00 per share.

On March 27, 2025 (the “Closing Date”), in connection with the Private Placement, the Company entered into (i) an indenture (the “Indenture”), among the Company, certain subsidiaries of the Company named therein as notes guarantors (the “Guarantors”) and GLAS Trust Company, LLC, as trustee and notes collateral agent (“GLAS Trust”), (ii) a security agreement (the “Security Agreement”), among the Company, the Guarantors and GLAS Trust and (iii) a registration rights agreement (the “Registration Rights Agreement”), among the Company and the Purchasers. On March 27, 2025, the Company also issued the 2028 Warrants to certain of the Purchasers.

The 2028 Notes will mature on June 30, 2028 with interest payable in cash semi-annually in arrears on June 1 and December 1 of each year at 5% per annum.

The Purchasers may, at any time, elect to convert some or all of the 2028 Notes into a number of shares of common stock equal to (i) the sum of the then-outstanding principal amount of 2028 Notes to be converted plus all accrued and unpaid interest to the date of the conversion divided by (ii) the then-applicable conversion price. The initial conversion price was set at 79.6178 shares per $1,000 principal and is subjected to adjustment based on standard antidilution provisions. Upon conversion, the Company is required to deliver to the Purchasers shares of common stock and no alternative settlement methods are permitted.

The Company may redeem the 2028 Notes, in whole or in part, at any time on or after March 27, 2026 at a redemption price equal to 100% of the principal amount of such 2028 Notes, plus accrued and unpaid interest, if the last reported sale price of common stock is greater than or equal to 160% of the conversion price for the 2028 Notes for at least 20 trading days during any 30 consecutive trading day period.

Upon the closing of the Private Placement, the Company used a portion of the net proceeds from the Private Placement to redeem all of the 2026 Notes, at a redemption price of 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest.

The Company recognized a $14.4 million loss on the early extinguishment of the 2026 Notes during the three months ended March 31, 2025. The loss on extinguishment of the 2026 Notes was determined based on the difference between reacquisition price and the net carrying amount of the 2026 Notes.

The terms of the 2026 Warrants were not modified or impacted by the Private Placement and the subsequent redemption of the 2026 Notes.

In conjunction with the issuance of the 2028 Notes, the Company issued the 2028 Warrants to two lead investors, who were non-2026 Notes lenders to purchase shares of the Company’s common stock with exercise prices ranging from $12.56 to $20.00 per share. The aggregated fair value of the 2028 Warrants was $5.8 million on the issuance date and presented as “additional paid-in capital” in the condensed consolidated balance sheets, with an offset entry recorded in other loss, net in the condensed consolidated statements of comprehensive loss. The fair value of the 2028 Warrants was determined using the Black-Scholes option pricing model based on non-observable pricing inputs (e.g., expected volatility) in the market and is categorized accordingly as Level 3 in the fair value hierarchy.

As part of the NPA, an entity affiliated with Fortress Investment Group LLC ("Fortress"), a 10% or greater stockholder of the Company and one of the lead investors, purchased $50 million in 2028 Notes and received 3,900,000 warrants. Additionally, an entity affiliated with Neil S. Subin, a director of the Company, purchased $6.3 million of the 2028 Notes.

For the three months ended March 31, 2025, the accrued interest expense related to these notes was $28 thousand for the entity affiliated with Fortress and $4 thousand for the entity affiliated with Neil S. Subin.

The Company agreed to file a registration statement under the Securities Act registering the resale of the 2028 Warrants, the shares of common stock underlying the 2028 Warrants and the conversion option of the 2028 Notes within 35 business days of the Closing Date. The Company filed such registration statement with the United States Securities and Exchange Commission (“SEC”) on April 25, 2025, which the SEC declared effective on May 2, 2025.

The Company determined that the conversion option embedded within the 2028 Notes required bifurcation as a derivative liability under ASC 815. For the valuation to record the debt and embedded derivative related to the conversion option at fair value, the Company used a binomial lattice valuation model and a “with-and-without” valuation methodology at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, risk-free interest rate, the transaction-calibrated debt yield and expected volatility. Certain inputs (e.g., expected volatility) involve unobservable inputs and are classified as level 3 of the fair value hierarchy. See Note 7 – Fair Value. The sensitivity of the fair value calculation to these methods, assumptions, and estimates included could create materially different results under different conditions or using different assumptions. Further, the Company determined that contingent interest features require bifurcation and therefore, bifurcated these embedded derivatives, along with the conversion option, from the debt host as a single, compound derivative liability. The Company determined the likelihood of the occurrence of events requiring payment under the contingent interest features to be remote and therefore, determined their value to be de minimis. The fair value of derivative liability was $56.5 million and was included in long term debt in the Company's Condensed Consolidated Balance Sheets as of March 31, 2025.

The carrying value of the 2028 Notes was $156.6 million as of March 31, 2025, net of unamortized debt discount of $33.4 million and was included in long-term debt in the Company’s Condensed Consolidated Balance Sheets.

As of March 31, 2025, the effective interest rate of the 2028 Notes was 12%.

We recognized interest expense associated with the 2028 Notes as follows for the three-months ended March 31, 2025. There was no interest expense recognized for the three-months ended March 31, 2024 associated with the 2028 Notes.

	Three Months Ended March 31,
		2025
Contractual interest expense		106
Amortization of debt discounts		95
Interest expense – 2028 Notes	$	201

Debt Covenant Compliance

The obligations of the Company under the 2028 Notes will be, subject to certain customary exceptions, secured by substantially all of the assets of the Company and its subsidiaries.

The Indenture contains customary covenants limiting the ability of the Company and its subsidiaries to: (i) incur or guarantee additional indebtedness; (ii) pay dividends or distributions on, or redeem or repurchase, capital stock; (iii) make certain investments or other restricted payments; (iv) sell assets; (v) enter into transactions with affiliates; or (vi) merge or consolidate or sell all or substantially all of their assets. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The Indenture also contains customary events of default.

As of March 31, 2025, the Company was in compliance with all of the applicable debt covenants described above.