Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2025

The tables below summarize the related party note payable agreements as of June 30, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, and net carrying values.


	June 30, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates			Net Carrying Value


2025 March Unsecured SPA Notes	Various dates in 2030	10.00%			1,463
Notes Payable — China	April 2027	18.0	%	(2)	4,271
Notes Payable on Demand — China	Due on Demand	—%			419
FFGP Note	Various 2024 (1)	4.27%			1,250
Convertible FFGP Note	May 2024 (1)	4.27%			85
Other Notes	Due on Demand	12.0%			75
					$	7,563

Related party notes payable, current					$	4,342
Related party notes payable, long-term					$	3,221
_______________
(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements, as described below, with the expected settlement in 2025.
(2) The restructured loan bears no stated interest, and the repayment schedule requires fixed installment payments through the contractual maturity date. If the Company fails to comply with the payment schedule, interest at a rate of 18.0% would be retroactively applied to the unpaid balance. During the term of the revised loan, the Company remained in compliance with the payment schedule, and no contingent interest has been recorded as of June 30, 2025.


	December 31, 2024
(in thousands)	Contractual Maturity Date	Contractual Interest Rates	Net Carrying Value
2023 Unsecured Convertible Note	April 2024 (1)	4.27%	$	1,364
Notes Payable — China	April 2027	18.0%	4,382
Notes Payable on Demand — China	Due on Demand	—%	417
FFGP Note	Various (1)	4.27%	1,576
Convertible FFGP Note	May 2024 (1)	4.27%	250
Other Notes	Due on demand	12.00%	75
			$	8,064

Related party notes payable, current			$	5,310
Related party notes payable, long-term			$	2,754
_______________
(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements, as described below, with the expected settlement in 2025.

The following table presents a roll forward of the Company notes payable balances March 31, 2025 to June 30, 2025 with related parties. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Related Party Debt
(in thousands)	2025 March Unsecured SPA Notes		Unsecured Convertible Note		Notes Payable — China		Notes Payable on Demand — China		Convertible FFGP Note		FFGP Note		Other Notes		Total
Balance as of March 31, 2025 (a)	$	143	$	451	$	4,215	$	413	$	250	$	1,576	$	75	$	7,123
New Issuances (b)	1,212		—		—		—		—		—		—		1,212

Repayment of Debt (c)			—		—		—		(165)		(326)		—		(491)

Conversion of Debt to Equity (d)	(792)		—		—		—		—		—		—		(792)


Fair Value Adjustments of Debt (e)	449		—		—		—		—		—		—		449

Reclassification of Debt Between Debt Categories (d)	451		(451)		—		—		—		—		—		—
Other Adjustments (e)	—		—		56		6		—		—		—		62
Balance as of June 30, 2025 (f)	$	1,463	$	—	$	4,271	$	419	$	85	$	1,250	$	75	$	7,563



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $1,515 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amounts during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Unaudited Condensed Consolidated Statements of Operations. Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $109 thousand, which are separately identifiable from the fair value adjustments noted above.

(d) Transfers of amounts between debt categories, such as from secured to unsecured classifications.
(e) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(f) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

The following table presents a roll forward of the Company’s Related party notes payable balances March 31, 2024 to June 30, 2024. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Related Party Debt
(in thousands)	Unsecured Convertible Note		Notes Payable — China		Notes Payable on Demand — China		Convertible FFGP Note		FFGP Note		Total
Balance as of March 31, 2024 (a)	$	1,632	$	7,612	$	3,759	$	250	$	1,576	$	14,829







Fair Value Adjustments of Debt (b)	319		—		—		—		—		319


Other Adjustments (c)	—		(35)		46		—		—		11
Balance as of June 30, 2024 (d)	$	1,951	$	7,577	$	3,805	$	250	$	1,576	$	15,159



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2024.







(b) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Unaudited Condensed Consolidated Statements of Operations.


(c) Miscellaneous changes not captured in other columns, such as currency adjustments.
(d) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2024.

The following table presents a roll forward of the Company notes payable balances from December 31, 2024 to June 30, 2025 with related parties. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Related Party Debt
(in thousands)	March 2025 Unsecured SPA Notes		Unsecured Convertible Note		Notes Payable — China		Notes Payable on Demand — China		Convertible FFGP Note		FFGP Note		Other Notes		Total
Balance as of December 31, 2024 (a)	$	—	$	1,364	$	4,382	$	417	$	250	$	1,576	$	75	$	8,064
New Issuances (b)	1,363		470		—		—		—		—		—		1,833

Repayment of Debt (c)	—		—		(124)		—		(165)		(326)		—		(615)

Conversion of Debt to Equity (d)	(792)		(727)		—		—		—		—		—		(1,519)


Fair Value Adjustments of Debt (e)	441		(656)		—		—		—		—		—		(215)

Reclassification of Debt Between Debt Categories (f)	451		(451)		—		—		—		—		—		—
Other Adjustments (g)	—		—		13		2		—		—		—		15
Balance as of June 30, 2025 (h)	$	1,463	$	—	$	4,271	$	419	$	85	$	1,250	$	75	$	7,563



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $2,767 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amounts during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Unaudited Condensed Consolidated Statements of Operations. Line item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $184 thousand, which are separately identifiable from the fair value adjustments noted above.


(g) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(h) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

The following table presents a roll forward of the Company’s Related party notes payable balances from December 31, 2023 to June 30, 2024. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.


	Categories of Related Party Debt
(in thousands)	2023 Unsecured Convertible Note		Unsecured SPA Notes		Notes Payable — China		Notes Payable on Demand — China		Convertible FFGP Note		FFGP Note		Total
Balance as of December 31, 2023 (a)	$	542	$	—	$	5,103	$	3,789	$	—	$	326	$	9,760
New Issuances (b)	—		1,499		—		—		250		1,250		2,999

Repayment of Debt, including periodic interest on debt carried at fair value (c)	—		—		—		—		—		—		—

Conversion of Debt to Equity (d)	(435)		—		—		—		—		—		(435)


Fair Value Adjustments of Debt (e)	(107)		452		—		—		—		—		345


Other Adjustments (f)	—		—		2,474		16		—		—		2,490
Balance as of June 30, 2024 (g)	$	—	$	1,951	$	7,577	$	3,805	$	250	$	1,576	$	15,159



(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2024.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $835 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.

(d) Fair value of debt converted into equity during the period.


(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Unaudited Condensed Consolidated Statements of Operations.


(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2024.

Schedule of Notes Payable

The tables below summarize these agreements as of June 30, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

Most of the Company’s notes payable are accounted for under the fair value option in accordance with ASC 825, with changes in fair value recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For instruments measured at fair value, no effective interest rate is presented, as changes in fair value capture all economic returns associated with these debt instruments. Although the stated interest rates on the SPA Portfolio Notes are 10% or 15%, the Company’s effective cost of capital is substantially higher. Each SPA Portfolio Note permits the holder to settle in shares at a value exceeding the stated principal and accrued interest. In addition, each noteholder receives an SPA Portfolio Warrant, and certain holders receive an Incremental Warrant. These settlement features and additional instruments have significant value and materially increase the effective cost of capital above the stated rates. The financial impact of the SPA Portfolio Notes is reflected in the change in fair value and loss on extinguishment line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.



	June 30, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
2023 Unsecured SPA Notes	June 2032	10	%	-	15%	$	5,000	$	39	$	(500)	$	4,539
Junior Secured SPA Notes	September 2029	10%				—		—		—		—
2024 Unsecured SPA Notes	Various through January 2030	10%				18,299		8,683		(16,973)		10,009
2025 March Unsecured SPA Notes	Various dates in 2030	10%				17,320		2,870		(10,893)		9,297
Notes payable – China other	Due on Demand	—%				4,188		—		—		4,188
						$	44,807	$	11,592	$	(28,366)	$	28,033


Notes payable, current portion												$	4,188
Notes payable, long-term portion												$	23,845


	December 31, 2024
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
Secured SPA Notes	Various	10	%	-	15%	$	3,118	$	2,651	$	(312)	$	5,457
2023 Unsecured SPA Notes	Various dates in 2029	10	%	-	15%	4,380		2,844		(508)		6,716
Junior Secured SPA Notes	September 2029	10%				28,840		13,163		(15,944)		26,059
2024 Unsecured SPA Notes	December 2029	10%				10,015		8,741		(11,724)		7,032
Notes payable – China other	Due on Demand	—%				4,173		—		—		4,173
Auto loans	October 2026	7%				51		—		—		51
						$	50,577	$	27,399	$	(28,488)	$	49,488

Notes payable, current portion												$	4,224
Notes payable, long-term portion												$	45,264

The future scheduled principal maturities of Related party notes payable as of June 30, 2025, are as follows:


(in thousands)
Years Ending December 31,	Amount
Due on demand	$	494


2025 (6 months remaining)	2,842
2026	2,010
2027	754
2028	—
2029	—
2030	2,725
Thereafter	—
	$	8,825

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details