v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt

5. Debt

JGB Debentures

On May 24, 2024, the Company entered into a securities purchase agreement with certain accredited investors (the “Holders”) and JGB Collateral LLC, as collateral agent for the Holders, for the sale by the Company in a private placement (the “JGB Debentures Offering”) of:

38,000 shares (the “Shares”) of the Company’s common stock, and
Senior Secured Convertible Debentures in the aggregate principal amount of $20.0 million (the “Debentures”), for an aggregate purchase price of $18.0 million.

In connection with the closing of the JGB Debentures Offering, the Company received net proceeds of approximately $16.3 million, after payment of placement agent fees, and other offering expenses.

The Debentures had an aggregate face value of $20.0 million and were issued with an original issue discount of $2.0 million. The Debentures matured on May 24, 2026, and had an interest rate of 11.0% per annum payable monthly on the last business day of each calendar month. During the six months ended June 30, 2026, the Company paid the Holders $0.5 million in interest, which was included in the change in fair value within other income (expense), net. The outstanding principal balance of $10.3 million was redeemed in full shortly after maturity on May 26, 2026.

The Company recorded the Debentures at their fair value, per the fair value option under ASC 825 (refer to Note 8 (Investments and Fair Value Measurements)) and they were measured on a recurring basis and adjusted through other income and expense, net.

At the election of the holder, each Debenture was convertible, in whole or in part, at any time and from time to time at a conversion price of $16.20 per share of common stock, subject to adjustment for stock dividends, stock splits, and certain other corporate events.

As of June 30, 2026, the Debentures have been repaid in full and the principal outstanding balance was zero. The activity for the six months ended June 30, 2026 was as follows (in thousands):

 

 

Debentures

 

Principal balance, January 1, 2026

 

$

10,266

 

Less:

 

 

 

Conversions

 

 

 

Redemption payments of principal

 

 

(10,266

)

Debentures principal balance, June 30, 2026

 

$

 

 

On January 3, 2025, the Holders converted $0.4 million of principal into approximately 22,000 shares of the Company’s common stock, at the conversion price of $16.20 per share.

Other Income (Expense), Net

The following is a summary of the charges included within other income (expense), net on the unaudited condensed consolidated statement of operations (in thousands):

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Other interest expense

 

 

(70

)

 

 

(73

)

 

 

(142

)

 

 

(158

)

Changes in estimated fair value on convertible debentures

 

 

(289

)

 

 

(587

)

 

 

(745

)

 

 

4,484

 

Other income (expense)

 

 

15

 

 

 

1,336

 

 

 

(76

)

 

 

1,430

 

Total other income (expense)

 

$

(344

)

 

$

676

 

 

$

(963

)

 

$

5,756