RELATED PARTIES

9 Months Ended

Sep. 30, 2024

Related Party Transactions [Abstract]

RELATED PARTIES

RELATED PARTIES

LI Lending LLC

As discussed in Note 9 above, Linchpin Investors LLC (“Linchpin”), a subsidiary of the Company, and LI Lending LLC entered into a loan agreement dated May 10, 2019, later amended, whereby Linchpin received an up-to $50.0 million loan from LI Lending, of which $45.0 million was drawn as of September 30, 2024. Mr. Gontmakher, a director of the Company and the former Chief Executive Officer, and Roman Tkachenko, a director of the Company, each holds a 14.28% ownership interest in LI Lending. The outstanding balance as of September 30, 2024 of $28.8 million includes notes payable and accrued interest of $29.5 million less debt discount of $0.7 million. See Note 9 for details on the outstanding note payable.

In August 2023, the Company issued warrants to LI Lending to purchase a variable number of SVS wherein each warrant shall be exercisable into one SVS at an exercise price of $0.17 through May 1, 2026. See Note 7 for warrant terms.

In January 2024, the Company issued a warrant to LI Lending to purchase 36,702,127 SVS at an exercise price of C$0.14 through May 1, 2026. The Company also entered into an RSU agreement providing that, in the event of a financing by the Company on or before July 29, 2024 at less than C$0.125 per SVS, LI Lending would be entitled to receive a number of shares necessary to restore it to 18.43% of the voting interests of the Company. No financing that would trigger the RSU had occurred as of July 29, 2024 and the RSU was forfeited as of September 30, 2024. See Note 7 for further information regarding the fair value of the warrants and RSUs.