v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt  
Debt

6. Debt

The Company’s outstanding debt was as follows (in thousands):

 

 

June 30, 2026

 

 

December 31, 2025

 

 

Outstanding
Principal

 

 

Fair Value

 

 

Outstanding
Principal

 

 

Fair Value

 

Convertible promissory notes:

 

 

 

 

 

 

 

 

 

 

 

 

2024 convertible promissory note

 

$

5,000

 

 

$

5,184

 

 

$

5,000

 

 

$

4,939

 

Indigo convertible promissory note

 

 

 

 

 

 

 

 

1,000

 

 

 

1,107

 

Total convertible promissory notes

 

 

5,000

 

 

 

5,184

 

 

 

6,000

 

 

 

6,046

 

Borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

KEB Hana Bank

 

 

5,838

 

 

 

5,838

 

 

 

6,271

 

 

 

6,271

 

IBK Industrial Bank

 

 

5,968

 

 

 

5,968

 

 

 

6,412

 

 

 

6,412

 

Mujin Electronics Co., Ltd.

 

 

3,244

 

 

 

3,244

 

 

 

3,485

 

 

 

3,485

 

Anapass, Inc., related party

 

 

27,571

 

 

 

27,571

 

 

 

29,619

 

 

 

29,619

 

i Best Investment Co., Ltd.

 

 

1,946

 

 

 

1,946

 

 

 

2,091

 

 

 

2,091

 

Kyeongho Lee, related party

 

 

5,514

 

 

 

5,514

 

 

 

8,711

 

 

 

8,711

 

Total borrowings

 

$

50,081

 

 

 

50,081

 

 

$

56,589

 

 

 

56,589

 

Less: current portion of borrowings

 

 

 

 

 

(39,053

)

 

 

 

 

 

(56,589

)

Long-term borrowings

 

 

 

 

$

11,028

 

 

 

 

 

$

 

 

Expected future minimum principal payments under the Company’s total debt are as follows as of June 30, 2026 (in thousands):

 

Years

 

Convertible
Notes
Payable

 

 

Borrowings

 

 

Total

 

2026, remainder

 

$

 

 

$

35,485

 

 

$

35,485

 

2027

 

 

 

 

 

14,596

 

 

 

14,596

 

2028

 

 

5,000

 

 

 

 

 

 

5,000

 

Total debt

 

$

5,000

 

 

$

50,081

 

 

$

55,081

 

 

 

Convertible Promissory Notes

2024 Convertible Promissory Notes

In February 2024, the Company issued a convertible promissory note to a strategic investor for a principal amount of $5.0 million with an original maturity date in February 2026 and bears an annual interest rate of 5.0%. On or after the earlier of (i) six months from the issuance date of the convertible promissory note and (ii) the Closing of the Business Combination, the noteholder may demand that the Company convert all principal and interest due under the convertible promissory note into shares of the Company’s common stock, at a conversion price of $10.00 per share. This note includes customary representations, warranties, and events of default, as well as a covenant relating to the performance of obligations by the Company related to the Company’s 5G activity. In February 2026, the Company executed an amendment to this convertible promissory note to extend the maturity date from February 2026 to February 2028. In connection with the execution of this amendment, the Company issued a warrant to purchase 500,000 shares of the Companys common stock to a holder of the 2024 convertible promissory notes (“February 2026 Warrant”). The February 2026 Warrant was immediately exercisable at $2.50 per share and will expire three years following the issuance date. The fair value of the February 2026 Warrant issued of $0.2 million was recorded within interest expense in the unaudited condensed consolidated statement of operations for the six months ended June 30, 2026. As of June 30, 2026, the remaining principal and interest amount related to the 2024 convertible promissory notes of $5.6 million was outstanding.

Indigo Convertible Promissory Notes

In December 2025, the Company issued two Indigo Notes, each with a principal amount of $1.0 million, and received gross proceeds of $1.9 million reflecting the discount at issuance.

Each Indigo Note was issued at a purchase price equal to 93% of its principal amount. Each Indigo Note matures 24 months from its issuance date and is convertible into the Company’s common stock at any time on or before its maturity date unless redeemed by the Company. The conversion price is 90% of the reference price, which is calculated as the lowest volume-weighted average price (“VWAP”) of the Company’s common stock over the three trading days prior to the submission of a conversion notice by Indigo. The reference price is subject to a floor of 96% of the average VWAP during this three-day period. No interest is payable on the Indigo Notes, and the Company has an optional redemption right beginning 12 months following the issuance of the Indigo Notes. Redemption between 12 and 18 months from issuance carries a premium of 7% on the principal amount redeemed, increasing to 14% if redeemed between 18 months and prior to maturity. Although the Indigo Notes are convertible at the option of the holders, the Indigo Notes are presented as a non-current liability within the unaudited condensed consolidated balance sheets based on their maturity date.

In December 2025, the first Indigo Note was converted into 903,710 shares of our common stock. During the three months ended March 31, 2026, the Company issued three Indigo Notes, each with a principal amount of $1.0 million, and received gross proceeds of $2.8 million based on the discount upon issuance. During the three months ended March 31, 2026, the Indigo Notes with principal amount of $4.0 million converted into 4.4 million shares of the Companys common stock. No Indigo Notes were issued during the three months ended June 30, 2026. No Indigo Notes remained outstanding as of June 30, 2026.

The Company has elected the fair value option to account for the Indigo Notes, and these instruments are initially and subsequently measured at fair value, with changes in fair value reported separately in the unaudited condensed consolidated statements of operations, except for adjustments attributable to instrument-specific credit risk, which are reported in other comprehensive income on the unaudited condensed consolidated statements of comprehensive loss. Transaction costs associated with the issuance of the convertible promissory notes are expensed as incurred.

Obsidian Convertible Promissory Notes Purchase Agreement

In March 2026, the Company entered into a convertible promissory note purchase agreement with Obsidian, which provides a facility for the issuance of Obsidian Notes up to $20.0 million in aggregate, which remained fully available as of June 30, 2026. No Obsidian Notes were issued during the three and six months ended June 30, 2026. No Obsidian Notes remained outstanding as of June 30, 2026.

Each Obsidian Note will be issued at a purchase price equal to 96.5% of its principal amount. Each Obsidian Note matures 24 months from its issuance date and is convertible into the Company’s common stock at any time on or before its maturity date unless redeemed by the Company. The conversion price is 95% of the reference price, which is calculated as the average VWAP of the Company’s common stock over the three trading days prior to the submission of a conversion notice by Obsidian. No interest is payable on the Obsidian Notes, and the Company has an optional redemption right beginning 12 months following the issuance of the Obsidian Notes. Redemption between 12 and 18 months from issuance carries a premium of 7% on the principal amount redeemed, increasing to 14% if redeemed between 18 months and prior to maturity.

Borrowings Pursuant to Term Loan and Security Agreements

The amounts in South Korean won (“KRW”) presented below were converted into U.S. dollars based on the applicable historical exchange rates.

KEB Hana Bank

In July 2016, the Company entered into an unsecured term loan agreement with KEB Hana Bank, pursuant to which it borrowed 9.0 billion in KRW ($6.7 million), bearing a variable interest rate (initial annual interest rate of 2.6% and annual interest rates ranging between 2.9%-4.0% as of June 30, 2026), paid monthly, and maturing in July 2017. The terms of such unsecured term loan agreement have been extended annually for additional one-year terms since 2017, and the maturity date was July 2024. In April 2024, the Company executed an amendment to this term loan with KEB Hana Bank to extend the maturity date to April 2025 for the principal amount of KRW 1.0 billion ($0.7 million) with an annual interest rate of 3.5%. In July 2024, the Company executed an amendment to this term loan with KEB Hana Bank to extend the maturity date to July 2025 for the principal amount of KRW 8.0 billion ($6.0 million) with an annual interest rate of 4.9%. Anapass, Inc., a related party, provided certificates of deposit as collateral to KEB Hana Bank to secure the Company’s obligations under this loan (see Note 7). In April 2025, the Company executed an amendment to this term loan with KEB Hana Bank to extend the maturity date to April 2026 for the principal amount of KRW 1.0 billion ($0.7 million) with an annual interest rate of 3.1%. In July 2025, the Company executed an amendment to this term loan with KEB Hana Bank to extend the maturity date to July 2026 for the principal amount of KRW 8.0 billion ($5.6 million) with an annual interest rate of 4.0%. In April 2026, the Company executed an amendment to this term loan with KEB Hana Bank to extend the maturity date to April 2027 for the principal amount of KRW 1.0 billion ($0.7 million) with an annual interest rate of 2.9%. In July 2026, the Company executed an amendment to this term loan with KEB Hana Bank to extend the maturity date to July 2027 for the principal amount of KRW 8.0 billion ($5.2 million) with an annual interest rate of 5.3%.

IBK Industrial Bank

In January 2017, the Company entered into a term loan agreement with IBK Industrial Bank, pursuant to which the Company borrowed KRW 9.2 billion ($6.8 million). The term loan had a maturity date in November 2025 and bore an annual interest rate of 4.1%. In June 2025, the Company executed an amendment to this term loan with IBK Industrial Bank to change the annual interest rate from 4.1% to 4.0%, effective June 12, 2025. In November 2025, the Company executed an amendment to this term loan with IBK Industrial Bank to extend the maturity date to November 2026 and change the annual interest rate from 4.0% to 3.6%.

Mujin Electronics Co., Ltd.

In July 2024, the Company executed an agreement with M-Venture Investment, Inc. and Mujin Electronics Co., Ltd., in which Mujin Electronics Co., Ltd. fully assumed the remaining balance of the term loan originally entered into with M-Venture Investment, Inc. with the same principal amount of KRW 5.0 billion ($3.7 million). The maturity date of the assumed loan at the time of the assignment was January 2025, with an annual interest rate of 6.8%. In October 2024, the Company executed an amendment to this term loan with Mujin Electronics Co., Ltd. to extend the maturity date to June 2025. In June 2025, the Company executed an amendment to this term loan with Mujin Electronics Co., Ltd. to further extend the maturity date to October 2025. In October 2025, the Company executed an amendment to this term loan with Mujin Electronics Co., Ltd. to further extend the maturity date to December 2025. In December 2025, the Company executed an amendment to this term loan with Mujin Electronics Co., Ltd. to further extend the maturity date to April 2026. In April 2026, the Company executed an amendment to this term loan with Mujin Electronics Co., Ltd. to further extend the maturity date to October 2026.

Anapass, Inc., Related Party

In July 2016, the Company entered into a loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 6.0 billion ($4.5 million) in a term loan. Interest-only payments are due monthly at 5.5% per annum and the principal amount of the term loan was due on the maturity date of July 2024. In July 2024, the Company and Anapass, Inc. amended the loan agreement to extend the maturity date from July 2024 to July 2025. The loan is collateralized by the Company’s assets as described under the Assets Pledged as Collateral (see Note 7). In July 2025, the Company entered into an amendment to this term loan with Anapass, Inc., to extend the maturity date from July 2025 to July 2026. In July 2026, the Company partially repaid KRW 2.0 billion ($1.3 million) of the promissory note issued to Anapass, Inc. and entered into an amendment to this promissory note with Anapass, Inc. to extend the maturity date of the promissory note with the remaining outstanding principal of KRW 4.0 billion ($2.6 million) from July 2026 to July 2027 and change the annual interest rate from 5.5% to 7.0%.

In May 2022, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 3.0 billion ($2.2 million). The term loan had maturity date in May 2024 and bore an annual interest rate of 5.5%. In May 2024, the Company executed an amendment to this term loan with Anapass, Inc., to extend the maturity date from May 2024 to May 2025. In May 2025, the Company executed an amendment to this term loan with Anapass, Inc., to extend the maturity date from May 2025 to November 2025. In November 2025, the Company executed an amendment to this term loan with Anapass, Inc., to extend the maturity date from November 2025 to November 2026 and change the annual interest rate from 5.5% to 7.0%.

In September 2022, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 4.0 billion ($3.0 million). The term loan had maturity date in September 2024 and bore an annual interest rate of 5.5%. In September 2024, the Company executed an amendment to this term loan with Anapass, Inc., to extend the maturity date from September 2024 to September 2025. In September 2025, the Company executed an amendment to this term loan with Anapass, Inc., to extend the maturity date from September 2025 to September 2026 and change the annual interest rate from 5.5% to 7.0%.

In December 2024, the Company entered into a new term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 5.0 billion ($3.4 million). The term loan had a maturity date in December 2025 and bore an annual interest rate of 6.5%. In December 2025, the Company executed an amendment to this term loan with Anapass, Inc., to extend the maturity date from December 2025 to December 2026 and change the annual interest rate from 6.5% to 7.0%.

In March 2025, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 4.5 billion ($3.1 million). The term loan had a maturity date in March 2026 and bore an annual interest rate of 6.5%. In March 2026, the Company executed an amendment to this term loan with Anapass, Inc., to extend the maturity date from March 2026 to March 2027 and change the annual interest rate from 6.5% to 7.0%.

In July 2025, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 3.0 billion ($2.1 million). The term loan had a maturity date in July 2026 and bore an annual interest rate of 6.5%. In July 2026, the Company executed an amendment to this term loan with Anapass, Inc. to extend the maturity date from July 2026 to July 2027 and change the annual interest rate from 6.5% to 7.0%.

In August 2025, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 2.0 billion ($1.4 million). The term loan has a maturity date in August 2026 and bears an annual interest rate of 6.5%. In August 2026, the Company executed an amendment to this term loan with Anapass, Inc. to extend the maturity date from August 2026 to August 2027 and change the annual interest rate from 6.5% to 7.0%.

In September 2025, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 15.0 billion ($10.7 million). The term loan has a maturity date in September 2026 and bears an annual interest rate of 7.0%.

i Best Investment Co., Ltd

Between 2022 and 2023, the Company entered into multiple term loans and security agreements with i Best Investment Co., Ltd. pursuant to which it borrowed principal amounts in six draws with an aggregate principal balance of KRW 14.0 billion ($10.3 million). All of the term loans had a maturity date in June 2024 and bear an annual interest rate of 6.5%. In June 2024, the Company executed an amendment with the i Best Investment Co., Ltd. to extend the maturity date from June 2024 to August 2024 for its first draw, fifth draw and sixth draw. In December 2023, the Company made a $0.8 million repayment of the outstanding principal and interest on its second draw. In March 2024, the Company repaid $2.3 million of the outstanding principal and interest amount of its fourth draw. In June 2024, the Company repaid in full the term loans with a principal amount of $1.4 million outstanding on its third draw. In July 2024, the Company executed an amendment with i Best Investment Co., Ltd. to extend the maturity date from August 2024 to February 2025 for its first draw, fifth draw and sixth draw. In October 2024, the Company executed an amendment to this term loan with i Best Investment Co., Ltd. to extend the maturity date from February 2025 to May 2025 for its sixth draw.

In February 2025, the Company executed an amendment with i Best Investment Co., Ltd. to extend the maturity date from February 2025 to May 2025 for its first draw and fifth draw. In May 2025, the Company executed an amendment with i Best Investment Co., Ltd. to extend the maturity date from May 2025 to June 2025 for its first and fifth draw. In May 2025, the Company paid in full the term loans with a principal amount of $1.5 million outstanding on its fifth and sixth draw. In June 2025, the Company made a $0.7 million repayment of the principal amount of its first draw and extended the maturity date from June 2025 to December 2025 for the remaining principal amount of $2.2 million for its first draw. In December 2025, the Company executed an amendment to this term loan with i Best Investment Co., Ltd. to extend the maturity date from December 2025 to June 2026. In June 2026, the Company executed an amendment to this term loan with i Best Investment Co., Ltd. to extend the maturity date from June 2026 to September 2026. In July 2026, the Company partially repaid KRW 1.0 billion ($0.6 million) of the outstanding principal amount on its first draw, resulting in KRW 2.0 billion ($1.3 million) outstanding as of the issuance date of these unaudited condensed consolidated financial statements.

Kyeongho Lee, Related Party

Between 2017 and 2021, the Company entered into multiple promissory note and term loan agreements with Kyeongho Lee pursuant to which the Company borrowed (a) KRW 500.0 million ($0.4 million) and KRW 500.0 million ($0.4 million) in promissory notes, and (b) KRW 1.0 billion ($0.7 million) and KRW 110.0 million ($0.1 million) in term loans. The promissory notes have a maturity date in November 2024 and bear an annual interest rate varying from 7.5% and 9.0%. In March 2024, the Company repaid to Kyeongho Lee the term loan of KRW 1.0 billion ($0.7 million). The outstanding term loan had a maturity date in May 2024 and bears no interest. In May 2024, the Company executed an amendment to this term loan with Kyeongho Lee to extend the maturity date from May 2024 to November 2024. In November 2024, the Company executed two amendments with Kyeongho Lee to extend the maturity dates of two promissory notes from November 2024 to November 2025, and the maturity date of the term loan from November 2024 to May 2025. In May 2025, the Company executed an amendment to this term loan with Kyeongho Lee to extend the maturity date from May 2025 to August 2025. In August 2025, the Company executed an amendment to this term loan with Kyeongho Lee to extend the maturity date from August 2025 to December 2025. In October 2025, the Company repaid to Kyeongho Lee the term loan of KRW 110.0 million ($0.1 million) initially executed in May 2020. In November 2025, the Company executed an amendment to extend the maturity dates of the two promissory notes from November 2025 to November 2026.

In November 2024, the Company entered into a term loan agreement with Kyeongho Lee pursuant to which the Company borrowed KRW 4.0 billion ($2.9 million) at an annual interest rate of 12%. The term loan had a maturity date in December 2024. In January and April 2026, the Company partially repaid KRW 1.4 billion ($0.9 million) and KRW 1.7 billion ($1.2 million) of the principal amount of the term loan initially executed in November 2024. In June 2026, the Company paid in full the remaining principal and outstanding accrued interest for the total amount of KRW 0.9 billion ($0.7 million).

In December 2024, the Company entered into a term loan agreement with Kyeongho Lee pursuant to which the Company borrowed KRW 1.0 billion ($0.7 million). The term loan matures in January 2025 and bears an annual interest rate of 12%. The term loan remains outstanding as of the issuance date of these unaudited condensed consolidated financial statements.

In January 2025, the Company entered into a term loan agreement with Kyeongho Lee pursuant to which the Company borrowed KRW 6.5 billion ($4.4 million) with a maturity date in February 2025 and an annual interest rate of 12%, which remains outstanding as of the issuance date of these unaudited condensed consolidated financial statements.

The Company incurs penalties of 3% of principal per month on loans that are past their maturity dates. Such penalties are calculated daily until the principal and accrued interest are paid and are presented within interest expense in the unaudited condensed consolidated statements of operations. For the three months ended June 30, 2026 and 2025, the Company incurred such penalties in the amount of $0.5 million and $0.9 million, respectively. For the six months ended June 30, 2026 and 2025, the Company incurred such penalties in the amount of $1.1 million and $1.5 million, respectively. Outstanding penalties payable to Kyeongho Lee as of June 30, 2026 were $1.5 million.