DEBT |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DEBT | DEBT 2025 Loan Agreement On January 13, 2025, the Company entered into a Loan and Security Agreement, or the 2025 Loan Agreement, with Oxford Finance LLC, or Oxford, pursuant to which it received $100.0 million in gross proceeds. The 2025 Loan Agreement provided for an additional tranche of $50.0 million to be funded upon the Company's request and at Oxford’s sole discretion. On March 18, 2026, the Company entered into the First Amendment to Loan and Security Agreement with Oxford, or the March 2026 Amendment, or collectively with the 2025 Loan Agreement, the Amended 2025 Loan Agreement. The March 2026 Amendment provided for an additional tranche, or the Term B Loans, in an aggregate principal amount of $75.0 million, upsized from $50.0 million originally available under the 2025 Loan Agreement. Upon closing of the March 2026 Amendment, the Term B Loans were funded and the Company received gross proceeds of $75.0 million. The Company determined the March 2026 Amendment should be treated as a modification of the original 2025 Loan Agreement since the terms and resulting cash flows were not substantially changed upon the amendment. The outstanding term loans will mature on January 1, 2030, or the Maturity Date, and bear interest at (1) 5.61% plus (2) the greater of (i) the 1-Month Term Secured Overnight Financing Rate as published by the CME Group or (ii) 4.34%. The repayment schedule provides for interest-only payments through February 1, 2028, with principal payments beginning on March 1, 2028. The interest-only period is followed by 23 months of equal payments of principal plus interest. Upon the earliest to occur of (i) the Maturity Date, (ii) the acceleration of any term loan under the Term Loan Facility, or (iii) prepayment of any term loan under the Term Loan Facility, the Company will be required to make a final payment of 9.0% of the total principal amount. This final payment of $15.75 million will be accreted over the life of the Amended 2025 Loan Agreement using the effective interest method. The Company has the option to prepay the outstanding balance of the term loan in full prior to the Maturity Date, subject to a prepayment fee ranging from 2.0% to 5.0%, depending on the timing of the prepayment. As of June 30, 2026, the Company’s outstanding debt balance under the Amended 2025 Loan Agreement consisted of the following (in thousands):
The Company’s interest-only period will continue through February 2028, with principal payments beginning in March 2028. Future principal payments and final fee payments will be made as follows (in thousands):
All obligations under the Amended 2025 Loan Agreement and the other loan documents are secured by a first priority perfected lien on, and security interest in, substantially all present and future assets of the Company, subject to certain exceptions. The Amended 2025 Loan Agreement includes customary events of default, including instances of a material adverse change in the Company’s operations, that may require prepayment of the outstanding term loans. The March 2026 Amendment updated the minimum liquidity threshold covenant, tested at all times, to $40.0 million, not subject to future increases. All other terms of the 2025 Loan Agreement remain outstanding following the March 2026 Amendment. As of June 30, 2026, the Company is in compliance with all covenants under the 2025 Loan Agreement and has not received any notification or indication from Oxford of an intent to declare the loan due prior to maturity. Concurrently with the debt issuance in January 2025, the Company issued to Oxford warrants to purchase 140,741 shares of common stock at an exercise price of $14.21 per share. Concurrently with the March 2026 Amendment, the Company issued to Oxford warrants to purchase 21,518 shares of common stock at an exercise price of $69.71 per share. Both the 2025 Oxford Warrants and 2026 Oxford Warrants are immediately exercisable, and the exercise period will expire 10 years from the date of issuance. Upon issuance, both the 2025 Oxford Warrants and 2026 Oxford Warrants were classified as equity and recorded at their fair value of $1.7 million and $1.3 million, respectively, as additional paid-in-capital and as a debt discount which will be accreted over the life of the Amended 2025 Loan Agreement using the effective interest method. See Note 4 for further discussion of these warrants. Interest Expense Interest expense on the Amended 2025 Loan is calculated using the effective interest method and is inclusive of non-cash amortization of the debt discount and accretion of the final payment at an effective interest rate of 17.5%. During the three months ended June 30, 2026, interest expense was $5.7 million, $1.3 million of which related to non-cash amortization of the debt discount and accretion of the final payment. During the six months ended June 30, 2026, interest expense was $9.2 million, $2.0 million of which related to non-cash amortization of the debt discount and accretion of the final payment. During the three months ended June 30, 2025, interest expense was $3.1 million, $0.6 million of which related to non-cash amortization of the debt discount and accretion of the final payment. During the six months ended June 30, 2025, interest expense was $5.8 million, $1.2 million of which related to non-cash amortization of the debt discount and accretion of the final payment.
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