RELATED PARTIES

12 Months Ended

Dec. 31, 2023

Related Party Transactions [Abstract]

RELATED PARTIES

RELATED PARTIES

LI Lending LLC

Linchpin Investors LLC (“Linchpin”), a subsidiary of the Company, and LI Lending LLC (“LI Lending”) entered into a Construction Loan Agreement dated May 10, 2019, as amended, whereby Linchpin received an up-to $50.0 million loan from LI Lending of which $43.0 million was drawn as of December 31, 2023. Mr. Gontmakher, the CEO of the Company, and Roman Tkachenko, a director of the Company, each hold a 14.28% ownership interest in LI Lending. $52.1 million of the loan advanced includes the notes payable and accrued interest less debt discount of $4.6 million that was outstanding as of December 31, 2023. Of the $47.5 million outstanding at December 31, 2023, $8.5 million represents interest accrued through December 31, 2023. See Note 11 for details on the outstanding note payable.

In July 2023, the related party loan was amended wherein while the debt is outstanding, if the Company unilaterally removes Mr. Gontmakher as its Chief Executive Officer or Karl Chowscano as its President without either cause or lender consent, the maturity date of the loan will be accelerated to the date that is 30 days after the first unilateral removal. Refer to Note 11 for additional amendment terms.

As compensation for the amendment, the Company issued warrants to LI Lending to purchase a variable number of subordinate voting shares on August 10, 2023 wherein each warrant shall be exercisable into one (1) Subordinate Voting Share at an exercise price of $0.17 through May 1, 2026. See Note 10 for warrant terms.