Debt and Financing Obligations |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt and Financing Obligations | Debt and Financing Obligations Convertible note On August 6, 2026, the Company issued an unsecured convertible promissory note with a principal amount of $10.0 million (the “Note”) to Micron Technology, Inc. (“Micron”), a customer of the Company. The Note bears interest at 8.0% per annum, with accrued interest payable through conversion. The Note and accrued interest automatically convert into common stock on the earlier of (i) August 7, 2028, or (ii) upon a change of control, at a conversion price equal to the lower of 90% of the fair market value of the Company’s common stock on the conversion date or 115% of the closing price of the Company’s common stock on the trading day immediately before the issuance date of the Note. In addition, the conversion price will be reduced by 10 basis points for each of six specified development projects that the Company has not completed by the date of conversion. Conversion of the Note is subject to stockholder approval to the extent the Note converts into shares of common stock in excess of 19.99% of outstanding shares of the Company. If stockholder approval is not obtained, the Company may be required to settle the portion exceeding that limitation in cash. All future indebtedness is expressly subordinated to the Company’s obligations under the Note while the Note is outstanding. The Company determined that the feature that allowed for settlement of the Note into a variable number of shares required bifurcation as a derivative liability. The derivative was initially recorded at fair value, with the residual proceeds allocated to the Note. At issuance, the Company recorded an embedded derivative liability and a corresponding debt discount of $3.2 million, and the Note was recorded at $6.8 million. In addition, debt issuance costs of $0.1 million are presented as a direct deduction from the Note’s carrying amount. The resulting debt discount, together with debt issuance costs, is amortized to interest expense using the effective interest method through August 7, 2028. The embedded derivative liability is presented together with the Note in convertible note payable, non-current on the condensed consolidated balance sheets. The embedded derivative is remeasured at fair value each reporting period, with changes in fair value recognized in interest and other income (expense), net in the condensed consolidated statements of operations. During the three and nine months ended September 30, 2026, the Company recognized a loss on the fair value of the embedded derivative of $19 thousand. Vendor financing obligation On April 11, 2024, the Company amended its license to use, perform, display, copy, reproduce, modify, adapt, alter, customize, translate or otherwise create derivative works based on certain technology of NXP Semiconductors Netherlands B.V. to develop and make licensed designs for the Company’s account, and to market, demonstrate, promote, sell, offer to sell, distribute and otherwise dispose of such licensed designs for total cash consideration of $6.0 million, to be paid over 5 years, pursuant to which the Company recorded an associated vendor financing obligation, which has a balance of $3.4 million and $3.2 million as of September 30, 2026, and December 31, 2025, respectively. The Company determined that this vendor financing obligation had an imputed interest rate of 9%, which is reflective of its borrowing rate for arrangements with similar terms. The Company recognized interest expense of $0.1 million and $0.2 million for the three and nine months ended September 30, 2026, respectively, and $0.1 million and $0.2 million for the same period in 2025, respectively. The Company’s vendor financing obligation is comprised of the following payments as of September 30, 2026:
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