| Schedule of Borrowings and Derivative Liabilities |
The
Company’s borrowings and derivative liabilities consisted of the following (in thousands):
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| Short-term
debt (including current portion of long-term debt): | |
| | |
| |
| March
2026 Bridge Note | |
$ | 9,500 | | |
$ | — | |
| $1.9
Million Note | |
| 1,530 | | |
| — | |
Cobalt
Loan | |
| 2,706 | | |
| — | |
Total
Short-term debt with third parties | |
| 13,736 | | |
| — | |
| Current
portion of long-term debt | |
| 2,786 | | |
| 2,786 | |
| Total
short-term debt and current portion of long-term debt | |
$ | 16,522 | | |
$ | 2,786 | |
| | |
| | | |
| | |
| Short-term
debt with related parties: | |
| | | |
| | |
| Seller
Note – related party | |
$ | 20,000 | | |
$ | 20,000 | |
| Loan
with related party | |
| 1,500 | | |
| 1,500 | |
| Total
short-term debt with related parties | |
$ | 21,500 | | |
$ | 21,500 | |
| | |
| | | |
| | |
| Long-term
debt: | |
| | | |
| | |
| 12.0%
senior unsecured convertible notes and related derivative liabilities | |
| | | |
| | |
| July
2024 Notes | |
$ | 31,911 | | |
$ | 32,969 | |
| July
2024 Notes – related parties | |
| 7,946 | | |
| 7,631 | |
| Subtotal
July 2024 Notes | |
| 39,857 | | |
| 40,600 | |
| July
2025 Note – related party | |
| 1,519 | | |
| 1,443 | |
| November
2025 Note – related party | |
| 517 | | |
| 491 | |
| January
2026 Note – related party | |
| 1,038 | | |
| — | |
| | |
| | | |
| | |
| July
2024 Notes derivative liability | |
| 14,042 | | |
| 19,604 | |
| July
2024 Notes derivative liability – related party | |
| 9,036 | | |
| 12,615 | |
| Subtotal
July 2024 Notes derivative liability | |
| 23,078 | | |
| 32,219 | |
| July
2025 Note derivative liability – related party | |
| 2,239 | | |
| 3,246 | |
| November
2025 Note derivative liability – related party | |
| 1,069 | | |
| — | |
| January
2026 Note derivative liability – related party | |
| 1,467 | | |
| 1,488 | |
| Total
12.0% senior unsecured convertible notes and derivative liabilities | |
| 70,784 | | |
| 79,487 | |
| | |
| | | |
| | |
| 7.0%
senior unsecured convertible notes and derivative liabilities | |
| | | |
| | |
| September
2024 Notes | |
| 15,942 | | |
| 14,332 | |
| September
2024 Notes – related parties | |
| 2,804 | | |
| 2,346 | |
| Subtotal
September 2024 Notes | |
| 18,746 | | |
| 16,678 | |
| September
2025 Notes | |
| 3,575 | | |
| 3,354 | |
| | |
| | | |
| | |
| September
2024 Notes derivative liability | |
| 26,351 | | |
| 37,930 | |
| September
2024 Notes derivative liability – related parties | |
| 4,286 | | |
| 5,870 | |
| Subtotal
September 2024 Notes derivative liability | |
| 30,637 | | |
| 43,800 | |
| September
2025 Notes derivative liability | |
| 10,825 | | |
| 14,756 | |
| Total
7.0% senior unsecured convertible notes and derivative liabilities | |
| 63,783 | | |
| 78,588 | |
| | |
| | | |
| | |
| Total
notes payable and derivative liabilities | |
| 134,567 | | |
| 158,075 | |
| Less
current portion | |
| (2,786 | ) | |
| (2,786 | ) |
| Total
senior unsecured convertible notes payable and derivative liabilities, net of current portion | |
$ | 131,781 | | |
$ | 155,289 | |
| | |
| | | |
| | |
| Balance
sheet classification of long-term debt | |
| | | |
| | |
| Notes
payable and derivative liabilities, net of current portion | |
$ | 99,860 | | |
$ | 120,159 | |
| Notes
payable and derivative liabilities with related parties | |
| 31,921 | | |
| 35,130 | |
| Total
long-term debt including net of current portion | |
| 131,781 | | |
| 155,289 | |
| Current
portion of long-term debt | |
| 2,786 | | |
| 2,786 | |
| Total
long-term debt | |
$ | 134,567 | | |
$ | 158,075 | |
|
The
Company’s borrowings and derivative liabilities consisted of the following (in thousands):
| | |
As of | |
| | |
December 28, | | |
December 29, | |
| | |
2025 | | |
2024 | |
| Short term: | |
| | |
| |
| Seller Note – related party | |
$ | 20,000 | | |
$ | — | |
| Loan with related party | |
| 1,500 | | |
| 1,500 | |
| Total short-term debt with related parties | |
$ | 21,500 | | |
$ | 1,500 | |
| | |
| | | |
| | |
| Long-term: | |
| | | |
| | |
| 12.0% senior unsecured convertible notes and related derivative liabilities | |
| | | |
| | |
| July 2024 Notes | |
$ | 32,969 | | |
$ | 17,965 | |
| July 2024 Notes – related parties | |
| 7,631 | | |
| 24,632 | |
| Subtotal July 2024 Notes | |
| 40,600 | | |
| 42,597 | |
| July 2025 Note – related party | |
| 1,443 | | |
| — | |
| November 2025 Note – related party | |
| 491 | | |
| — | |
| | |
| | | |
| | |
| July 2024 Notes derivative liability | |
| 19,604 | | |
| 13,563 | |
| July 2024 Notes derivative liability – related party | |
| 12,615 | | |
| 21,127 | |
| Subtotal July 2024 Notes derivative liability | |
| 32,219 | | |
| 34,690 | |
| July 2025 Note derivative liability – related party | |
| 3,246 | | |
| — | |
| November 2025 Note derivative liability – related party | |
| 1,488 | | |
| — | |
| Total 12.0% senior unsecured convertible notes and derivative liabilities | |
| 79,487 | | |
| 77,287 | |
| | |
| | | |
| | |
| 7.0% senior unsecured convertible notes and derivative liabilities | |
| | | |
| | |
| September 2024 Notes | |
| 14,332 | | |
| 5,636 | |
| September 2024 Notes – related parties | |
| 2,346 | | |
| 476 | |
| Subtotal September 2024 Notes | |
| 16,678 | | |
| 6,112 | |
| September 2025 Notes | |
| 3,354 | | |
| — | |
| | |
| | | |
| | |
| September 2024 Notes derivative liability | |
| 37,930 | | |
| 55,474 | |
| September 2024 Notes derivative liability – related parties | |
| 5,870 | | |
| 6,958 | |
| Subtotal September 2024 Notes derivative liability | |
| 43,800 | | |
| 62,432 | |
| September 2025 Notes derivative liability | |
| 14,756 | | |
| — | |
| Total 7.0% senior unsecured convertible notes and derivative liabilities | |
| 78,588 | | |
| 68,544 | |
| Total notes payable and derivative liabilities | |
| 158,075 | | |
| 145,831 | |
| Less current portion | |
| (2,786 | ) | |
| — | |
| Total senior unsecured convertible notes payable and derivative liabilities, net of current portion | |
$ | 155,289 | | |
$ | 145,831 | |
| | |
| | | |
| | |
| Balance sheet classification | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Notes payable, current portion | |
$ | 2,786 | | |
$ | — | |
| Long-term liabilities | |
| | | |
| | |
| Notes payable and derivative liabilities, net of current portion | |
$ | 120,159 | | |
$ | 92,638 | |
| Notes payable and derivative liabilities with related parties | |
| 35,130 | | |
| 53,193 | |
| Total | |
$ | 155,289 | | |
$ | 145,831 | |
|
| Schedule of Fair Value of the Derivative Liability |
The
carrying amount of the July 2024 Notes was as follows (in thousands):
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| July
2024 Notes principal amount (1) | |
$ | 55,566 | | |
$ | 56,801 | |
| Less
Unamortized debt discount | |
| (15,709 | ) | |
| (16,201 | ) |
| Net
carrying amount of July 2024 Notes | |
$ | 39,857 | | |
$ | 40,600 | |
| (1) | Includes capitalized coupon interest of $7.5 million and $8.6 million as of March 29, 2026 and December 28, 2025, respectively, and capitalized contingent interest of $2.0 million and $2.2 million as of March 29, 2026 and December 28, 2025, respectively. |
The
carrying amount of the July 2025 Note was as follows (in thousands):
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| July
2025 Note principal amount | |
$ | 5,000 | | |
$ | 5,000 | |
| Less
Unamortized debt discount | |
| (3,481 | ) | |
| (3,557 | ) |
| Net
carrying amount of July 2025 Note | |
$ | 1,519 | | |
$ | 1,443 | |
The
carrying amount of the November 2025 Note was as follows (in thousands):
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| November
2025 Note principal amount | |
$ | 2,000 | | |
$ | 2,000 | |
| Less
Unamortized debt discount | |
| (1,483 | ) | |
| (1,509 | ) |
| Net
carrying amount of November 2025 Note | |
$ | 517 | | |
$ | 491 | |
The
carrying amount of the January 2026 Note was as follows (in thousands):
| | |
As of | |
| | |
March 29, | |
| | |
2026 | |
| January 2026 Note principal amount | |
$ | 3,300 | |
| Less Unamortized debt discount | |
| (2,262 | ) |
| Net carrying amount of January 2026 Note | |
$ | 1,038 | |
The
carrying amount of the convertible September 2024 Notes was as follows (in thousands):
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| September
2024 Notes | |
$ | 62,543 | | |
$ | 65,293 | |
| Less
Unamortized debt discount | |
| (43,797 | ) | |
| (48,615 | ) |
| Net
carrying amount of September 2024 Notes | |
$ | 18,746 | | |
$ | 16,678 | |
The
carrying amount of the September 2025 Notes, inclusive of the fair value of the derivative liabilities was as follows (in thousands):
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| September
2024 Notes | |
$ | 22,000 | | |
$ | 22,000 | |
| Less
Unamortized debt discount | |
| (18,425 | ) | |
| (18,646 | ) |
| Net
carrying amount of September 2024 Notes | |
$ | 3,575 | | |
$ | 3,354 | |
|
The
carrying amount of the July 2024 Notes was as follows (in thousands):
| | |
As
of | |
| | |
December 28, | | |
December 29, | |
| | |
2025 | | |
2024 | |
| July 2024 Notes
principal amount | |
$ | 56,801 | | |
$ | 59,587 | |
| Less
Unamortized debt discount | |
| (16,201 | ) | |
| (16,990 | ) |
| Net
carrying amount of July 2024 Notes | |
$ | 40,600 | | |
$ | 42,597 | |
The
carrying amount of the July 2025 Note was as follows (in thousands):
| | |
As
of | |
| | |
December 28, | |
| | |
2025 | |
| July 2025 Note
– related party | |
$ | 5,000 | |
| Less
Unamortized debt discount – related party | |
| (3,557 | ) |
| Net
carrying amount of July 2025 Note – related party | |
$ | 1,443 | |
The
carrying amount of the convertible November 2025 Note was as follows (in thousands):
| | |
As
of | |
| | |
December 28, | |
| | |
2025 | |
| November 2025
Note – related party | |
$ | 2,000 | |
| Less
Unamortized debt discount – related party | |
| (1,509 | ) |
| Net
carrying amount of November 2025 Note – related party | |
$ | 491 | |
The
carrying amount of the convertible September 2024 Notes was as follows (in thousands):
| | |
As
of | |
| | |
December 28, | | |
December 29, | |
| | |
2025 | | |
2024 | |
| September 2024
Notes | |
$ | 65,293 | | |
$ | 79,800 | |
| Less
Unamortized debt discount | |
| (48,615 | ) | |
| (73,688 | ) |
| Net
carrying amount of September 2024 Notes | |
$ | 16,678 | | |
$ | 6,112 | |
The
carrying amount of the September 2025 Notes, inclusive of the fair value of the derivative liabilities was as follows (in thousands):
| | |
As of | |
| | |
December 28, | |
| | |
2025 | |
| September 2025 Notes | |
$ | 22,000 | |
| Less Unamortized debt discount | |
| (18,646 | ) |
| Net carrying amount of September 2025 Notes | |
$ | 3,354 | |
|