Debt |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 5. Debt Term Loan On May 9, 2025 (Closing Date) the Company, entered into a loan and security agreement (Loan Agreement) with K2 HealthVentures LLC (K2HV) that provides up to $125.0 million principal in term loans (Term Loans) over four tranches. The first tranche consists of up to $40.0 million with $20 million funded on the Closing Date and an option for an additional $20 million at the Company’s request through December 31, 2025. The second tranche commitment of $20.0 million is available to be drawn at the Company’s option through September 30, 2026, subject to the achievement of certain clinical and regulatory milestones and receipt of not less than $175.0 million in net cash proceeds from certain financing activities, with at least $150.0 million from an equity financing. A third tranche commitment of $15.0 million is available to be drawn at the Company’s option from December 1, 2027 through December 31, 2027, subject to certain regulatory approvals. A fourth and final tranche commitment of up to $50 million is available subject to K2HV’s review of certain information from the Company and discretionary approval by K2HV. The Term Loan matures on May 1, 2029, and the Company is obligated to make interest only payments for the first 36 months, or 48 months if the second tranche is funded, and then interest and principal payments for the next 12 months. The Term Loan bears a variable interest rate equal to the greater of (i) 10.45%, and (ii) the sum of (A) the prime rate as quoted in The Wall Street Journal and (B) 2.95%. The Company’s obligations under the Loan Agreement are secured by a security interest in substantially all of its assets, other than certain intellectual property assets. The Loan Agreement includes customary affirmative and negative covenants, as well as standard events of default, including an event of default based on the occurrence of a material adverse event. The negative covenants include, among others, restrictions on the Company transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying cash dividends or making other distributions, making investments, creating liens, selling assets and making any payment on subordinated debt, in each case subject to certain exceptions.
Beginning January 1, 2026, the Company is subject to a minimum liquidity covenant. Depending on the Company’s achievement of milestones and/or exceeding a specified market capitalization, the minimum liquidity amount will be one of the following: (i) four months cash runway, (ii) 50% of the outstanding obligations under the Loan Agreement, (iii) 105% of the outstanding obligations under the Loan Agreement or (iv) waived (i.e., zero). The Company may prepay, at its option, all, but not less than all, of the Term Loan then outstanding plus the accrued and unpaid interest on the portion of principal so repaid, subject to a prepayment premium and end of term fee. K2HV may elect prior to the full repayment of the term loans to convert up to $10.0 million of outstanding principal of the term loans into shares of the Company’s common stock, at a conversion price of the lesser of $0.8774 per share and the lowest effective price per share of the Company’s next equity financing. There will be no prepayment penalty for any principal amount converted into common stock. The Company granted K2HV the right, prior to repayment of the term loans, to invest up to $5.0 million in the aggregate in future offerings of the Company’s capital stock subject to certain exceptions and conditions. The obligations of the Company under the Loan Agreement are secured by substantially all of the assets of the Company, excluding the Company’s intellectual property.
The Company incurred debt issuance costs of $1.7 million in connection with the term loan including a facility fee of $0.8 million paid to K2HV. Debt issuance costs have been allocated proportionally to the term loan tranches. Costs allocated to the first term loan tranche are amortized to interest expense using the effective interest rate method over the life of the first term loan tranche and presented as a reduction to the debt carrying value. For the three and six months ended June 30, 2025, the effective interest rate for the Term Loan was 12.9%.
For the outstanding tranches that have not been drawn, debt issuance costs are recorded as deferred assets in the Company’s condensed consolidated balance sheet and amortized straight-line over each term loan tranche access period. The total unamortized debt issuance costs included in deferred assets as of June 30, 2025 was $1.1 million.
As of June 30, 2025, the carrying value of the Term Loan approximates fair value.
Outstanding debt consisted of the following:
Future principal payments, which include the final payment fee of $1.4 million, in connection with the Loan Agreement as of June 30, 2025 are as follows (in thousands):
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