Debt and Credit Facilities |
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| Debt and Credit Facilities | Note 9. Debt and Credit Facilities Debt, net of unamortized discounts and financing costs, consists of the following:
The Company maintains a senior secured credit facility (the “Credit Agreement”), as amended, with lenders (the “Lenders”) managed by Oaktree Fund Administration LLC (“OFA”), as administrative agent. The Lenders are comprised of affiliates of Oaktree Capital Management, L.P. The facility provides for term loans that are secured by substantially all of the assets of the Company and its guarantor subsidiaries, subject to customary exceptions. As of June 30, 2026, borrowings under the Credit Agreement consisted of funded term loans, inclusive of previously capitalized interest and net of required principal repayments made to date. The loans are not revolving and no additional tranches remain available, as all undrawn commitments have expired. The term loans bear interest at a fixed annual rate of 13.0%. Interest is payable quarterly in cash. The Company previously had the ability to elect payment-in-kind (“PIK”) interest through June 30, 2025, which resulted in additional amounts being capitalized as principal. Pursuant to the Tenth Amendment to the Credit Agreement (the “Tenth Amendment”), the Company subsequently regained the ability to elect PIK interest only for the second quarter of 2026 and elected such treatment for interest accrued from April 1, 2026 through June 30, 2026, with the related interest amounts capitalized to principal. The blended effective interest rate as of June 30, 2026 was approximately 16.6%. In addition to interest, the Credit Agreement includes customary fees, including prepayment premiums and amendment-related fees. There are no remaining commitment fees as all undrawn commitments have expired. An exit fee of 0.50% of the principal amount repaid is payable upon maturity or prepayment of the loans. The loans under the Credit Agreement do not amortize and mature on April 19, 2027. The Company may, at its option, no earlier than September 21, 2026 and no later than October 21, 2026, request an extension of the maturity date to April 19, 2028, provided that the Company satisfies certain conditions including receipt of certain regulatory and financial milestones. The Company’s obligations under the Credit Agreement are guaranteed by BTI’s existing and subsequently acquired or organized subsidiaries, subject to certain exceptions. BTI’s obligations under the Credit Agreement and the related guarantees thereunder are secured, subject to customary permitted liens and other agreed upon exceptions, by (i) a pledge of all of the equity interests of all of the Company’s existing and any future direct subsidiaries, and (ii) a perfected security interest in all of its and the guarantors’ tangible and intangible assets (except that the guarantees provided by the BXCL701 Subsidiaries are unsecured). The Credit Agreement contains customary affirmative and negative covenants, including restrictions on additional indebtedness, liens, investments, asset sales, and distributions, and requires the Company to maintain a specified minimum level of cash and cash equivalents under a minimum liquidity covenant. As of June 30, 2026, the Company had satisfied the minimum liquidity requirement of $12,500. The Credit Agreement includes customary events of default, including payment defaults, covenant breaches, cross-defaults, bankruptcy-related events, and certain regulatory-related events. Upon an event of default, the lenders may accelerate the obligations and exercise remedies against the collateral. Warrants In connection with prior period amendments to the Credit Agreement, the Company issued and modified several warrants as part of its financing arrangements. The “Closing Date Warrants”, originally issued in April 2022, were amended and restated in December 2023 to reduce the exercise price, and the Company concurrently issued additional “2023 Warrants”, with both sets of warrants exercisable at the same price, expiring on April 19, 2029, and subject to net exercise provisions. At the subsidiary level, “OnkosXcel Warrants” were issued to purchase limited liability company units, with a formula-based exercise price contingent on future equity financings or liquidity events and similarly expiring in 2029. Subsequently, in connection with a later amendment, the Company issued “2024 Warrants” with an exercise price based on a premium to recent market prices, which also expire on April 19, 2029 and may be net exercised. 2026 Credit Agreement Amendment On March 27, 2026, the Company entered into the Ninth Amendment to Credit Agreement, and by and among the Company, as the borrower, the Lenders and OFA as administrative agent, which included among other things, (i) a waiver of the “going concern” qualification for our audited annual financial statements for the year ended December 31, 2025 and (ii) a reduction in the Credit Agreement’s minimum liquidity covenant of $2,500 (from $15,000 to $12,500). In connection with the Ninth Amendment the Company (i) made a one-time prepayment of the principal amount of $2,500, together with accrued and unpaid interest thereon on March 31, 2026, (ii) granted warrants to the Lenders to purchase up to 1,354 shares of common stock of the Company, at an exercise price of $0.01 per share (the “April 2026 Warrants”) and (iii) following receipt of aggregated gross proceeds following the effective date of the Ninth Amendment from (a) the issuance of the Company’s common stock, warrants and/or pre-funded warrants, (b) non-refundable cash consideration from partnering transactions, (c) the issuance of the Company’s subordinated debt and/or (d) sales by the Company of its assets, in each case ((a) through (d)), in transactions permitted under the Credit Agreement (“Capital Raise Activities”), make a prepayment of the loans under the Credit Agreement in an aggregate principal amount equal to 50% of such gross cash proceeds, together with accrued interest thereon and any fees or premia (including prepayment premium) payable in connection therewith; provided, that the foregoing requirement will not apply (A) with respect to the first $2,500 in the aggregate of proceeds raised from Capital Raise Activities (as defined in the Credit Agreement) and (B) once the aggregate principal amount of the Loans prepaid pursuant to one or more Capital Raise Prepayments equals $2,500. On April 30, 2026 and May 2, 2026, the Company issued 671 and 671 shares of its common stock, respectively, in connection with the cashless exercise of the 1,354 warrants. As of June 30, 2026, the Company was in compliance with all financial and restrictive covenants under the Credit Agreement. Maturities of debt are expected to be as follows:
Interest expense was as follows:
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