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Subsequent events
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Subsequent events Subsequent events
Term Loan Debt
As previously disclosed in Note 8, Term loan debt, on March 15, 2024, the Company entered into a five-year term loan facility agreement with Hercules Capital, Inc. ("Hercules") to secure debt financing for up to $175 million, available in four tranches. The first tranche in an amount equal to $75 million was drawn at the time of closing (the "Initial Loan"). The Company may draw upon two additional tranches of $25 million each, subject to satisfaction of certain conditions, including achievement of commercial milestones. The facility also provides a fourth tranche of $50 million, available at the sole discretion of Hercules, until December 15, 2026.
The Loan and Security Agreement ("LSA") requires the Company to comply with customary affirmative and negative covenants, including, among other things, a requirement to deliver annual financial statements within 90 days of each fiscal year and quarterly financial statements within 45 days of each fiscal quarter. A failure to comply with these covenants, or failure to obtain a waiver for any non-compliance, would result in an event of default under the LSA and would allow Hercules to accelerate repayment of the debt, which could materially and adversely affect the business, results of operations and financial condition of the Company. On April 30, 2024, July 9, 2024, August 13, 2024, and August 29, 2024 the Company and Hercules entered into amendments to the LSA providing for revised monthly financial reporting metrics for each month through September 30, 2024 and extension of the deadlines by which the Company must provide certain annual and quarterly financial statements.
On August 13, 2024, the Company and Hercules entered into a third amendment to the LSA (the “Third Amendment”), pursuant to which the parties agreed to, among other things, revised terms for the availability of the second and third tranches of funding under the LSA. In accordance with the Third Amendment, the Company may draw the second tranche of $25.0 million during the period commencing on the date the Company has (x) received at least $75.0 million in gross cash proceeds from qualified financing transactions by December 20, 2024 and (y) completed patient starts (cell collections) for at least 50 LYFGENIA patients by March 31, 2025 or 70 LYFGENIA patients by June 30, 2025 (collectively, the “Tranche 2 Milestone”) and ending on the earlier of (i) the date that is 30 days immediately following achievement of the Tranche 2 Milestone and (ii) July 31, 2025. The Company may draw the third tranche of $25.0 million during the period commencing on the date the Company has (x) received at least $100.0 million in gross cash proceeds from qualified financing transactions by December 20, 2024 or at least $125.0 million by June 30, 2025 and (y) completed 70 drug product deliveries within a given six-month period ending no later than December 31, 2025, at least 40 of which are for LYFGENIA (collectively, the “Tranche 3 Milestone”) and ending on the earlier of (i) the date that is 30 days immediately following the date the Company achieves the Tranche 3 Milestone and (ii) December 31, 2025. Additionally, the Company and Hercules agreed to increase the minimum cash coverage requirement from 40% to 45% of the outstanding principal of the term loan.
Additionally, in connection with entry into the LSA, the Company issued to the lenders warrants to purchase that number of shares of the Company’s common stock equal to five percent of the Initial Loan, or $3.75 million, divided by the volume-weighted average price (“VWAP”) of the Company’s common stock for the ten-day period preceding March 15, 2024 (the “Initial Warrants”). The Company agreed to issue additional common stock warrants to the lenders at the closings of future tranches of funding under the LSA, if any, to purchase that number of shares of common stock equal to five percent of the applicable loan divided by the VWAP of the Company’s common stock for the ten-day period preceding March 15, 2024 (together with the Initial Warrants, the “Warrants”). On August 13, 2024, in connection with the Third Amendment, the Company agreed to amend the exercise price of the Warrants to purchase shares of the Company’s common stock from $1.45 per share to the lesser of the VWAP of the Company’s common stock for the ten-day period preceding August 13, 2024, and the price per share of the Company’s first equity financing event within six months of August 13, 2024. The amendment does not impact the number of shares the lenders may purchase pursuant to the Warrants.