v3.26.1
Debt
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt

Note 5. Debt

Hercules Capital Loan Agreement

In January 2024, the Company entered into a Loan and Security Agreement (the "Hercules Loan Agreement") with Hercules Capital, Inc ("Hercules") and certain of its affiliates (collectively with Hercules, the "Lenders"), which provides for a maximum $65.0 million credit facility. As of March 31, 2026 the aggregate principal amount of borrowings under the Hercules Loan Agreement was $40.0 million.

The Hercules Loan Agreement originally provided for a maturity date of July 1, 2028, with an interest-only period running for the first 30 months of the agreement term. In September 2025, the Company and Hercules entered into a third amendment (the “Amendment”) to the Hercules Loan Agreement, pursuant to which the expiration of the interest-only period under the agreement was extended by an additional six-months, from August 1, 2026 to February 1, 2027. The Amendment also amended the Hercules Loan Agreement to reallocate an undrawn and unavailable $10.0 million tranche by increasing the amount available to draw through the interest only period from $15.0 million to $25.0 million in minimum increments of $5.0 million, subject to the sole approval of Hercules’ investment committee, maintaining the maximum $65.0 million credit facility.

Loans made to the Company under the Hercules Loan Agreement (collectively, the "Term Loans") accrue interest at a floating annual rate equal to the greater of 10.35% or the Wall Street Journal prime rate plus 2.35%, with the interest rate equal to 10.35% at March 31, 2026. The final payment fee is set at 5.95% of the funded balance, which is recognized as a debt discount and is being accreted into the amortization of debt issuance costs using the effective interest rate method over the term of the loan.

In conjunction with the funding of the Initial Loan, the Company issued warrants to the Lenders to purchase up to an aggregate of 135,686 shares of its common stock at an exercise price of $5.159 per share, which were recorded and classified as equity. On December 10, 2024, upon the funding of the Tranche I(b) Loan, the Company issued additional warrants to the Lenders to purchase 26,095 shares of its common stock at an exercise price of $3.83 per share. Each warrant is exercisable for a period of seven years from the date of issuance. If the additional Term Loans are funded, the Company will be obligated to issue to the Lenders additional warrants to purchase

common stock in an amount equal to 2.0% of the funded balance of each tranche loan under the Hercules Loan Agreement, divided by the exercise price on the date the Company draws funds under such tranche loan. The exercise price will be calculated using the five-day volume-weighted average stock price as of such date. See Note 7, Stockholders' Equity, for additional information regarding these common stock warrants.

The obligations under the Hercules Loan Agreement are guaranteed by the Company and its future subsidiaries, subject to exceptions for certain foreign subsidiaries. The obligations under the agreement are secured by substantially all of the Company's assets, including its material intellectual property. Additionally, the Company is subject to customary affirmative and negative covenants, including covenants that limit or restrict the ability of the Company to, among other things, incur indebtedness, grant liens, merge or consolidate, make investments, dispose of assets, make acquisitions, pay dividends or make distributions, repurchase stock and enter into certain transactions with affiliates, in each case subject to certain exceptions. The Company is also subject to certain minimum cash and revenue covenants under the Hercules Loan Agreement. The Company was in compliance with all covenants as of March 31, 2026.

Maturities Schedule

Long-term and short-term debt as of March 31, 2026 and December 31, 2025, respectively, was as follows (in thousands):

 

 

As of March 31,

 

 

As of December 31,

 

 

 

2026

 

 

2025

 

Term Loans

 

$

40,000

 

 

$

40,000

 

Total principal payments due

 

 

40,000

 

 

 

40,000

 

Unamortized discount and debt issuance costs

 

 

533

 

 

 

300

 

Total amounts outstanding

 

 

40,533

 

 

 

40,300

 

Less: current portion

 

 

(3,797

)

 

 

 

Long-term debt, net

 

$

36,736

 

 

$

40,300

 

The repayment schedule relating to the Term Loans as of March 31, 2026, is as follows (in thousands):

 

 

Amount

 

2026 (remainder)

 

$

 

2027

 

 

23,675

 

2028

 

 

21,085

 

Total principal payments

 

$

44,760

 

Final fee due at maturity

 

 

(2,380

)

Total repayments

 

$

42,380