High Trail Agreement

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

High Trail Agreement

High Trail Agreement

As of March 31, 2024, the Company had aggregate principal outstanding under the Notes of $24.3 million, reported at fair value of $29.1 million (refer to Note 8 (Investments and Fair Value Measurements), for fair value measurements and additional discussion) and broken out as follows:

	Notes
Principal balance, December 31, 2023	$	61,000,000
Less:
Conversions	—
Partial redemption payments of principal	9,000,000
Redemption payment of principal in connection with modification	27,663,000
Notes principal balance, March 31, 2024	$	24,337,000

On January 1, 2024, and February 1, 2024, the holders redeemed an aggregate of $9.0 million of principal, at the Repayment Price of $10.4 million.

As of March 31, 2024, at the holder’s option, the Company may be required to make future aggregate redemptions at the repayment price of 115% as follows (unless earlier converted per the terms):

2024	$	27,988,000
Thereafter	—
Total	$	27,988,000

As of March 31, 2024, and assuming no future conversions, the Company would be required to pay a remaining retirement fee of $2.2 million, based on full redemption of principal.

Debt Financing Amendment

On February 27, 2024, the Company entered into a letter agreement (the “Letter Agreement”) and an Amendment to the Registered Note (the “Amendment”), with the purchaser of the senior secured convertible notes payable due 2025 (the “Registered Notes”) which provided for, among other things, the following:

•Reduction (i) of the minimum liquidity covenant from $50.0 million, and (ii) of the restricted cash covenant from $35.0 million, in both cases, to the amount equal to the sum of (iii) the outstanding principal amount of the Registered Notes plus (iv) approximately $0.7 million, which will be further reduced as the remaining principal on the Registered Notes are retired;

•Cancellation of the March 2024 partial redemption payment and delay of the April 2024 partial redemption payment to April 20, 2024;

•Redemption of the outstanding $17.0 million balance of the senior secured convertible notes payable due 2025 initially issued in a concurrent private placement to the purchaser (the “Private Placement Notes” and together with the Registered Notes, the “Notes”) at a redemption price of 115% for a total redemption payment of approximately $19.6 million;

•Redemption of approximately $10.7 million of the Registered Notes at a redemption price of 115% for a total redemption payment of approximately $12.3 million; and

•Increase of $1.0 million to the Retirement Fee (as defined in the Notes) of the Private Placement Notes to $3.2 million paid concurrently with redemptions of the initial private placement note, which was recorded in other income (expense).

The Company accounted for the Amendment as a modification and therefore recorded no gain or loss. The terms of the new debt permitted the Company to prepay the debt in the same amount as the partial redemption payments at 115% of principal.

There was no modification made to the option to purchase additional convertible notes (“Purchase Option”) or Purchase Warrants (as defined in Note 6 (Stockholders’ Equity and Stock-Based Compensation)) issued in connection with the Notes.

On April 20, 2024, and May 1, 2024, the holders redeemed an aggregate of $9.0 million of principal, at the Repayment Price of $10.4 million.