Loan and Security Agreements |
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| Loan and Security Agreements | 8. Loan and Security Agreements Silicon Valley Bank On December 20, 2024 (the “Effective Date”), the Company entered into a Loan and Security Agreement (the “SVB Loan Agreement”) with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“SVB”). Under the SVB Loan Agreement, SVB agreed to provide a non-convertible term loan facility of up to $52.5 million, consisting of a first tranche of $32.5 million, which was fully funded on the Effective Date, and a second tranche of $20.0 million, which was available to the Company at the lender’s sole discretion on or prior to June 30, 2026. As of June 30, 2026, the Company had not drawn the second tranche. Under the SVB Loan Agreement, the term loans would mature on September 1, 2029, and would be subject to monthly interest only payments until September 30, 2027, provided the Company achieved both a certain financial and a certain clinical milestone by June 30, 2026, upon which the term loans would amortize with monthly installments of principal and interest beginning October 1, 2027 until maturity on September 1, 2029. No additional term loans were drawn and the availability of such additional terms loans expired on June 30, 2026. As of June 30, 2026, the $32.5 million term loan remained outstanding under the SVB Loan Agreement. The Company did not achieve the specified financial milestone by June 30, 2026, and therefore, as provided in the SVB Loan Agreement, the interest-only period for such term loan will end on September 30, 2026, upon which monthly payments of principal and interest will be made thereafter until maturity on September 1, 2028. The term loans will accrue interest at a per annum rate equal to the greater of (i) 7.00% and (ii) the prime rate (as last quoted in The Wall Street Journal), minus 0.75%; provided that such interest rate shall not exceed 9.75% per annum. The Company will be liable for a final payment that is due on the earliest to occur of (a) the maturity date, (b) the repayment of the term loans in full, and (c) the date upon which the term loans are accelerated by the lender, in an amount equal to the aggregate original principal amount of the term loans extended by the lender to the Company, multiplied by 5.0% (Exit Fee). In addition, the Company will be liable for a prepayment fee equal to (x) 3.0% of the principal amount of term loans prepaid during the first year of the term, (y) 2.0% of the principal amount of term loans prepaid during the second year of the term, and (z) 1.0% of the principal amount of term loans prepaid thereafter. The term loans will automatically accelerate upon the occurrence of a bankruptcy or insolvency event involving the Company or its subsidiaries. The SVB Loan Agreement contains customary representations and warranties, events of default and affirmative and negative covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to, among other things, dispose of assets, make changes to its business, management, ownership or business locations, merge or consolidate, incur additional indebtedness, grant liens on its assets, pay dividends or other distributions, repurchase equity, make investments, and enter into certain transactions with affiliates, in each case subject to certain thresholds and exceptions. The SVB Loan Agreement does not require the Company to comply with a financial maintenance covenant. As collateral for its obligations under the SVB Loan Agreement, the Company granted the lender a first-priority security interest on substantially all of the Company’s assets (other than intellectual property), subject to certain exceptions. The Company’s obligations under the SVB Loan Agreement will be guaranteed by each of the Company’s future direct or indirect subsidiaries, subject to certain exceptions. The Company recorded $0.7 million in interest expense for each of the three months ended June 30, 2026 and 2025, and $1.4 million for each of the six months ended June 30, 2026 and 2025. The effective interest rate on the SVB Loan Agreement, including the amortization of the debt discount and issuance costs, and accretion of the Exit Fee, was 9.24% at June 30, 2026. Future principal payments as of June 30, 2026 are as follows (in thousands):
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