v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On August 7, 2026, the Company entered into a Convertible Note and Warrant Purchase Agreement with U.S. Bounti, LLC, providing for the issuance of (i) a convertible note with an initial principal balance of $12.5 million (the "August 2026 Note") and (ii) a common stock purchase warrant (the "August 2026 U.S. Bounti Warrant") pursuant to which U.S. Bounti, LLC has the right to purchase and acquire 1,000,000 shares of the Company's common stock at an exercise price of $0.125 per share. The August 2026 U.S. Bounti Warrant is exercisable beginning on the date of issuance and expires on August 7, 2036. The proceeds are expected to be used for working capital and general corporate purposes.
The August 2026 Note bears interest at a rate of 7.0% per year, commencing on August 7, 2026, with a maturity date of August 7, 2031. Interest will accrue semi-annually on each June 30 and December 31, commencing December 31, 2026, and will be payable semi-annually in arrears by automatically increasing the principal amount of the August 2026 Note by the amount of such interest, with such increased amount thereafter accruing interest. From time to time after the third anniversary of issuance, interest may be payable quarterly in arrears in cash, commencing December 31, 2029, so long as certain conditions are met, including receipt of the prior written approval of Cargill Financial, as sole lender under the Senior Facility, if the senior obligations thereunder have not been paid in full.
The August 2026 Note is convertible into shares of the Company's common stock at the option of U.S. Bounti, LLC at an initial conversion price of $1.37 per share, subject to adjustment for stock splits, dividends or distributions, recapitalizations or similar transactions. On August 7, 2030, 50% of the outstanding obligations under the August 2026 Note will automatically convert into shares of the Company's common stock at the conversion price, with the remaining 50% automatically converting on the maturity date, in each case unless certain conditions are met that permit repayment in cash. Conversion of the full initial principal amount of the August 2026 Note would result in the issuance of 9.1 million shares of common stock if converted at $1.37 per share, subject to increase for any paid-in-kind interest added to the outstanding principal. The August 2026 Note is subordinated to obligations under the Company's Senior Facility.
The number of shares of common stock issuable upon conversion of the August 2026 Note and exercise of the August 2026 U.S. Bounti Warrant is limited to 1% of the Company's issued and outstanding common stock until stockholder approval of such issuances is obtained, as required by NYSE rules. The Company has agreed to seek such approval at a special meeting of stockholders to be held no later than November 30, 2026.
Also on August 7, 2026, the Company entered into a letter agreement with Cargill Financial to amend certain terms of the Senior Facility. Pursuant to the letter agreement, Cargill Financial (i) consented to the issuance of the August 2026 Note and the August 2026 U.S. Bounti Warrant; (ii) waived an event of default arising from noncompliance with the minimum liquidity covenant under the Senior Facility, conditioned upon the funding in full of the $12.5 million of proceeds from the August 2026 Note; (iii) amended the minimum liquidity covenant to require minimum liquidity of $3.5 million through March 31, 2027 and $2.0 million thereafter; and (iv) permitted the Company, at its election and so long as no default or event of default has occurred and is continuing, to pay interest accrued during the quarters ending March 31, 2027 and June 30, 2027 in kind rather than in cash.