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Convertible Notes
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Convertible Notes Convertible Notes
Prior to the IPO, the Company entered into a series of interest-bearing convertible notes as described below.
In September 2021, the Company entered into a convertible note agreement with a shareholder for aggregate principal of $2.0 million, as amended in November 2022 (the “2021 Convertible Note”). The outstanding principal balance and accrued interest on the note automatically converted upon the IPO at a discount of 35% to the conversion price of $11.50 per share in accordance with the note agreement. The 2021 Convertible Note had accrued interest at 3% per annum.
In November 2022, the Company entered into convertible note agreements with shareholders for an aggregate $2.3 million with three holders (the “2022 Convertible Notes”). The outstanding principal balance and accrued interest on these notes automatically converted upon the IPO at a discount of 30% to the conversion price of $11.50 per share in accordance with the note agreement. The 2022 Convertible Notes had accrued interest at 10% per annum.
In March through May 2023, the Company entered into convertible note agreements for an aggregate $0.2 million with four holders (the “2023 Convertible Notes”). The outstanding principal balances and accrued interest on these notes
automatically converted upon the IPO at a discount of 30% to the conversion price of $11.50 per share in accordance with the note agreement. The 2023 Convertible Notes had accrued interest at 10% per annum.
Convertible notes consisted of the following as of December 31, 2023 and 2022 (in thousands):
PrincipalAccrued InterestTotal
As of January 1, 2022$2,000 $17 $2,017 
Issuance of 2022 Convertible Notes2,250 — 2,250 
Interest expense - 2022— 82 82 
Balance as of December 31, 20224,250 99 4,349 
Issuance of 2023 Convertible Notes243 — 243 
Interest expense - 2023— 145 145 
Conversion to common stock upon IPO(4,493)(244)(4,737)
Balance as of December 31, 2023$— $— $— 
As of December 31, 2022, the Company classified the convertible notes as a current liability since the Company anticipated that these notes would automatically convert into shares of common stock within one year.
Upon the IPO, all convertible note principal and accrued interest of $4.5 million and $0.2 million, respectively, converted into an aggregate of 1,399,716 shares of common stock, pursuant to the conversion terms in each respective note. The Company recorded a non-operating loss on debt extinguishment of $2.3 million in the statement of operations, which is equal to the aggregate discounts on the IPO price specified in each convertible note agreement. In addition, upon the IPO, the remaining $0.2 million balance of unamortized discount on 2022 Convertible Notes was recognized and recorded in Interest Expense on the Statement of Operations.