v3.26.3
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events [Text Block] Subsequent events
2026 Notes and 2026 Warrants
On July 9, 2026, the Company closed the sale of the 2026 Notes and the 2026 Warrants contemplated by the Woodman Purchase Agreement, dated as of July 1, 2026, by and among the Company and certain entities (the Buyers) affiliated with Nicholas Woodman, the Company’s Chief Executive Officer and Chairman of the Board of Directors. In connection with the closing, (i) the Company received $19.9 million in net proceeds in exchange for issuing the 2026 Notes in an aggregate principal amount of $20.0 million to the Buyers and (ii) the Company issued the 2026 Warrants exercisable for 25,706,940 shares of the Company's Class B common stock, par value $0.0001 per share. The 2026 Notes mature on July 21, 2028 and have an interest rate of 6.50% per annum, subject to adjustment after the occurrence and during the continuance of any event of default, which is payable semi-annually in kind through an increase to the principal amount of the 2026 Notes. The Company may redeem the 2026 Notes at its option in whole or in part at any time at a price in cash equal to the principal amount being redeemed plus accrued and unpaid interest to the redemption date (the Redemption Price). In addition, the Company is required to redeem the 2026 Notes at the Redemption Price upon the occurrence of certain events, including (i) the repayment in full of all amounts outstanding under the 2025 Credit Agreement, (ii) the receipt by the Company of cash proceeds from dispositions of property sufficient to repay in full and terminate the 2021 Credit Agreement, the 2025 Credit Agreement and the 2026 Notes, (iii) if an event of default occurs, upon the request of the holder, and (iv) certain bankruptcy and change of control events.
The 2026 Notes contain customary affirmative covenants of the Company and customary events of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, failure to perform certain covenants, cross default to the 2021 Credit Agreement and 2025 Credit Agreement, bankruptcy and insolvency events, certain judgments, and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the 2026 Notes and the Company’s other indebtedness. The Company’s obligations under the 2026 Notes are secured by a third lien security interest in substantially all the assets of the Company, pursuant to a security agreement and an intercreditor agreement with Wells Fargo Bank, N.A., Farallon Capital Management, L.L.C. and the Buyers.
The exercise price of the 2026 Warrants is $0.7780 per share. The 2026 Warrants are exercisable at any time on or after the earlier of (i) the six month anniversary of the closing and (ii) either (x) the Company’s first public announcement of a change of control or (y) the Company’s first public announcement of the signing of a definitive agreement for a transaction which, if consummated, would result in a change of control. The 2026 Warrants will expire on July 9, 2029 and are subject to customary adjustments for certain transactions affecting the Company’s capitalization.
Pursuant to the terms of the 2026 Warrants, in the event of a fundamental transaction, the successor entity will succeed to, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of its obligations under the 2026 Warrants with the same effect as if such successor entity had been named in the 2026 Warrant itself. If holders of Class B Common Stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then a holder of the 2026 Warrants will be given the same choice as to the consideration it receives upon any exercise of the 2026 Warrants following such fundamental transaction. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the 2026 Warrants will have the right to require the Company or a successor entity to purchase the 2026 Warrant for cash in the amount of the Black-Scholes value of the unexercised portion of the 2026 Warrants concurrently with or within 30 days following the consummation of a fundamental transaction.
As of the issuance of the accompanying financial statements, management has not yet completed its evaluation of the financial statement impact of the Woodman Purchase Agreement and is unable to reasonably estimate the financial statement effect. The Company anticipates the 2026 Notes to be classified as a current liability.
On July 9, 2026, the Company amended the 2021 Credit Agreement and 2025 Credit Agreement to permit the transactions contemplated by the Woodman Purchase Agreement.
Nasdaq Minimum Bid Price Notification
On July 21, 2026, the Company received a notice from the Nasdaq Stock Market LLC indicating the Company was not in compliance with Nasdaq’s Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Class A common stock had been below $1.00 per share for 30 consecutive business days. On September 16, 2026, the Company received notice from Nasdaq that we had regained compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
Share Conversion
On August 3, 2026 and August 4, 2026, the Company issued 1,185,888 and 1,467,783 shares, respectively, of the Company’s Class A common stock due to the exercise of the conversion option by YA II PN for a principal amount of $0.8 million and $1.0 million, respectively, of the Convertible Debentures.
Events Subsequent to Original Issuance of Financial Statements
Agreement and Plan of Merger
On September 1, 2026, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Action Acquisitions LLC (Parent) and Starman Optical, Inc., a wholly-owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a majority-owned subsidiary of Parent (the Merger). Upon completion of the Merger, Parent is expected to own approximately 90%, and the Company’s existing stockholders approximately 10%, of the outstanding Class A common stock of the surviving corporation. At the effective time of the Merger, each eligible share of the Company’s common stock will be converted into the right to receive 0.1 shares of common stock of the surviving corporation and $1.14 in cash, without interest. The cash portion is subject to a reduction if the Company’s Net Working Capital as of the end of the last completed fiscal month before closing is less than negative $110.0 million, in which case the per share cash consideration will be reduced by the amount of the shortfall divided by 219,440,000. Any such reduction would lower the cash received by stockholders and would not increase the Company’s liquidity. Midtown Equities LLC (Midtown Equities), an independent third party not affiliated with Parent or Merger Sub, has committed under a commitment letter with Parent (the Commitment Letter) to provide Parent with up to $395.0 million in cash at or prior to closing. That amount, together with the Company’s available cash on hand, is to fund the aggregate merger consideration (including payments in respect of vested equity awards), the repayment of the indebtedness described below and the fees and expenses required to be paid at closing. The commitment is available only to fund amounts payable in connection with the closing; it is not available to fund the Company’s operations or to satisfy its obligations before the Merger closes.
The Merger Agreement requires Parent to provide the funds necessary at closing to repay in full the indebtedness identified in the Merger Agreement as required to be repaid at closing, including the 2021 Credit Agreement, the 2025 Credit Agreement and the 2026 Notes, or to assume any such indebtedness that Parent elects in writing to assume. The Company is not required to pay any fees, costs or expenses in respect of that payoff, or in respect of the Convertible Debentures, before the Merger becomes effective. The Merger Agreement also provides that, before closing, no default under the Company’s credit agreements may have resulted in a lender accelerating payments, after giving effect to any amendments or waivers. The Company’s cash on hand at closing, after payment of its transaction expenses, will be applied first to amounts owed to holders of vested options and restricted stock units, with Parent funding any shortfall.
Until the Merger closes, the Merger Agreement restricts the Company’s ability to, among other things: incur new indebtedness for borrowed money, other than intercompany indebtedness and ordinary-course borrowings under the credit agreements and the Convertible Debentures not exceeding $30.0 million outstanding in the aggregate at any time; make loans, advances or investments outside the Company group, subject to limited exceptions; make or commit to capital expenditures; and make any material change in its practices for collecting receivables or paying payables outside the ordinary course of business. These restrictions may limit the Company’s ability to obtain additional financing or manage working capital if the Merger is delayed or not completed. The Company must also deliver monthly financial statements, a weekly cash balance and a rolling 13-week cash flow forecast to Parent, and must promptly notify Parent of, among other things, any going-concern qualification in an audit opinion, any Nasdaq deficiency or delisting notice, and any loss or threatened loss of a material customer or contract. Either party may terminate the Merger Agreement if the closing has not occurred by December 31, 2026
(the End Date), and the Company would be required to pay Parent a termination fee of $10.0 million if the Merger Agreement is terminated in specified circumstances, including a failure to obtain stockholder approval, a change in the Board’s recommendation, or termination by the Company to accept a superior proposal. Payment of the termination fee would further adversely affect the Company’s liquidity.