Debt Arrangements |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Arrangements | 7. Debt Arrangements The Company’s debt arrangements consist of the following as of the periods presented:
(1) Excludes debt issuance costs and discounts of $1,951 and $1,064 as of March 31, 2025 and December 31, 2024, respectively. Structural Capital Term Loan On January 31, 2025, the Company entered into an amendment to the Third Amended and Restated Loan and Security Agreement (as amended, the “Structural Loan Agreement”) with a consortium led by lending affiliates of Structural Capital (“Structural”), which extended the maturity date thereunder to February 15, 2025. On February 14, 2025, the Company amended the Structural Loan Agreement to extend the maturity date thereunder to February 28, 2025. The fees incurred with these administrative amendments were immaterial, neither amendment was deemed to be a substantive modification, and each was accounted for as a modification of debt. On February 26, 2025, the Company fully repaid the amount outstanding under the Structural Loan Agreement with proceeds from borrowings under the MidCap Credit Agreement (as defined below). Highbridge Capital Term Loan On January 31, 2025, the Company entered into the Sixth Amendment to Loan and Security Agreement (the “Sixth Amendment”), with a consortium led by lending affiliates of Highbridge Capital Management, LLC (“Highbridge”). The Sixth Amendment amended the Loan and Security Agreement, dated as of December 16, 2021 (the “Highbridge Loan Agreement”), among the Company, the other loan parties party thereto, the lenders from time to time party thereto and Alter Domus (US) LLC, as administrative and collateral agent, to, among other things, extend the maturity date thereunder to March 17, 2025. On February 14, 2025, the Company entered into a Seventh Amendment to Loan and Security Agreement to extend the maturity date thereunder to March 31, 2025. The fees incurred with these administrative amendments were immaterial, neither amendment was deemed to be a substantive modification, and each was accounted for as a modification of debt. On February 26, 2025, the Company entered into an Eighth Amendment to Loan and Security Agreement (the “Eighth Amendment”) with Highbridge, to, among other things, (i) permit the Company’s entry into the MidCap Credit Agreement (as defined below), (ii) modify the interest rate to permit the Company to pay interest in kind for a specified period of time at a rate of 16.0% per annum, and thereafter, pay interest in cash at a rate of 13.0% per annum, subject to certain conditions, (iii) extend the maturity date thereunder from March 31, 2025 to July 31, 2026 and (iv) provide for the payment of an amendment fee in an amount of $2,600, which is payable in full at the earlier of the maturity date of July 31, 2026 or the date the loan is paid in full and is accreted to interest expense over the term of the loan. The Eighth Amendment was accounted for as a modification of debt. On February 26, 2025, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the investors party thereto (the “Investors”). Pursuant to the Purchase Agreement, in consideration of the Eighth Amendment, the Company issued 113,170 shares (the “Eighth Amendment Premium Shares”) of Common Stock. The Company also agreed that unless all Obligations (as defined in the Highbridge Loan Agreement) are repaid in full prior to July 1, 2025, the Company will issue 112,041 shares of Common Stock (the “Subsequent Eighth Amendment Premium Shares”) to the Investors. If an Investor would beneficially own in excess of 9.9% (or, at the election of the Investor, 4.9%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Eighth Amendment Premium Shares or the Subsequent Eighth Amendment Premium Shares, in lieu of acquiring such Eighth Amendment Premium Shares or Subsequent Eighth Amendment Premium Shares, such Investor may acquire pre-funded warrants to issue up to the equivalent number of shares of Common Stock (the “Warrants”). The Warrants will have an exercise price of $0.001 and a ten-year term. The Company determined that the contingent promise to issue the Subsequent Eight Amendment Premium Shares is an embedded derivative that is required to be bifurcated from the debt host contract as it is not considered to be solely indexed to the Company’s own stock. The derivative liability is remeasured at fair value at each balance sheet date with changes in fair value reported in earnings. The fair value of the derivative liability on February 26, 2025 of $508 was recorded separately from the term loan with an offsetting amount recorded as a debt discount to be amortized through interest expense using the effective interest method over the remaining term of the loan. The fair value of the Eighth Amendment Premium Shares of $571 was also recorded as a debt discount which will be amortized through interest expense using the effective interest method over the remaining term of the loan. The Company incurred $214 in legal fees on behalf of the lenders which were recorded as debt issuance costs to be amortized through interest expense using the effective interest method over the remaining term of the loan. MidCap Financial Revolving Credit Facility On February 26, 2025, the Company and certain of its subsidiaries entered into a new asset based revolving credit facility (the “MidCap Credit Agreement”) with the lenders party thereto and MidCap Funding IV Trust, as agent, in an aggregate principal amount not to exceed the lesser of a $20,000 commitment amount and the available borrowing base thereunder. As of February 26, 2025, the Company fully repaid the amount outstanding under the Structural Loan Agreement with proceeds from the MidCap Credit Agreement. The remainder of the available revolving loans was used for working capital needs and for general corporate purposes of the Company and its subsidiaries. Loans borrowed under the MidCap Credit Agreement bear an interest rate equal to Term plus 4.50% per year, subject to a Term SOFR floor of 1.00%. The Company is required to pay the lenders under the MidCap Credit Agreement an unused line fee of 0.50% of the average monthly unused availability. The MidCap Credit Agreement is guaranteed by the Company and the other borrowers party thereto (together with any future subsidiaries that are required to become guarantors pursuant to the terms of the MidCap Credit Agreement, collectively, the “Loan Parties”) and is secured by a lien on substantially all existing and after-acquired assets of the Loan Parties, including the equity interests owned by the Loan Parties. The maturity date of the MidCap Credit Agreement is the earlier of: (a) February 26, 2028 or (b) 120 days prior to the maturity of the Highbridge term loan, or April 2, 2026. The Company incurred and paid debt issuance costs of $2,079 associated with the revolving credit facility that will be amortized through interest expense over the life of the facility utilizing the straight-line method. 2022 Convertible Promissory Notes The 2022 convertible promissory notes were not repaid on the maturity date of June 30, 2024 since, pursuant to their terms, they are subordinated to the Structural and Highbridge term loans and may not be repaid while the senior debt remains outstanding. Under the terms of the 2022 convertible promissory notes interest will continue to accrue at the rate of 15% per annum. |