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Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Exchange Transaction
On March 23, 2025, the Company entered into separate, individually negotiated private exchange agreements (collectively, the “Exchange Agreements”) with certain holders of the Company’s 2026 Convertible Senior Notes to exchange $18.2 million aggregate principal amount of 2026 Convertible Notes (the “Exchanged Notes”) for newly issued shares of the Company’s Class A common stock, plus, in certain circumstances, cash in respect of accrued and unpaid interest on the Exchanged Notes (such exchanges, collectively, the “Exchange Transactions”). The Company canceled the Exchanged Notes received in the Exchange Transactions.
The Exchange Transactions settled in four consecutive daily tranches, each for $4.55 million aggregate principal amount of Exchanged Notes, commencing on March 25, 2025. The number of shares of Class A common stock issued for each $1,000 principal amount of Exchanged Notes in each tranche was based on a formula set forth in the Exchange Agreements. As of March 28, 2025, which was the final settlement date of the Exchange Transactions, the Company had issued an aggregate of 1,951,819 shares of Class A common stock in the Exchange Transactions.
The Company did not receive any cash proceeds from the Exchange Transactions. Following the consummation of the Exchange Transactions, an aggregate of $184.9 million aggregate principal amount of 2026 Convertible Senior Notes remained outstanding.
Increase in Equity Financing Program
In March 2025, the Company expanded the program under the 2024 Sales Agreement as outlined in Note 11 with the Agent, under which the Company may offer and sell, from time to time in its sole discretion, shares of its Class A common stock, with aggregate gross proceeds of up to an additional $75.0 million under the Equity Financing Program. The Company intends to use the net proceeds from offerings under the Equity Financing Program for general corporate purposes, including payment of interest on debt and otherwise to repay, repurchase, or service such debt.
Vendor Share Issuance
On March 27, 2025, the Company agreed to issue up to 1,000,000 shares of Class A common stock to an affiliate of a Company vendor, TPK Holding Co., Ltd. (“TPK”), for services to be rendered or other payment obligations over the next several fiscal quarters under contractual arrangements between the Company and TPK.
Amendment to Executive Employment Agreement
On March 27, 2025, the Company and Tom Fennimore, Chief Financial Officer of the Company, entered into an Amendment (the “Amendment”), to Mr. Fennimore’s existing Executive Compensation Letter Agreement, dated November 7, 2023 (the “Fennimore Letter Agreement”). The Amendment amends the Fennimore Letter Agreement to: (i) reduce the Fixed Value Equity Award (as defined in the Fennimore Letter Agreement) from $1,500,000 to $1,400,000 for 2025 and 2026; (ii) provide that for 2025 and 2025, the Fixed Value Equity Award will be granted in quarterly installments subject to Mr. Fennimore’s continued service through each applicable grant date, (iii) that the Fixed Value Equity Award for 2025 will be paid in cash, and the Fixed Value Equity Award for 2026 will be granted in the form of cash or stock, as determined by the Board or Compensation Committee, based on the most recent price per share of the Company’s Class A common stock on the applicable grant date; and (iii) in the event of Mr. Fennimore’s termination by the Company with cause or due to his voluntary resignation at any time in 2025 or 2026, the Company shall recoup any Fixed Value Equity Award already granted as of his termination date for the year in which any termination occurs.
Execution of a Memorandum of Understanding
In March 2025, the Company signed a memorandum of understanding (MoU) with a non-recurring engineering service customer with respect to the termination of their agreement during the fourth quarter of 2024. This MoU confirmed acceptance of all services previously provided, and approved invoicing of $12.5 million of services.