Related Parties

9 Months Ended

Sep. 30, 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 September 30, 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. $51.6 million of the loan advanced includes the notes payable and accrued interest less debt discount of $4.7 million that was outstanding as of September 30, 2023. Of the $46.8 million outstanding at September 30, 2023, $8.0 million represents interest accrued through September 30, 2023. See Note 8 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. In addition, the exit fee of $9.0 million was replaced with deferred interest of $9.2 million which will be added to the principal of the promissory note on May 1, 2024, for a total payable at maturity of $51.7 million. Refer to Note 8 for additional amendment terms.