| 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 |
|
|