XML 37 R22.htm IDEA: XBRL DOCUMENT v3.25.1
Subsequent Events
 3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Unaudited Condensed Consolidated Financial Statements were issued.
Subsequent SPA Portfolio Notes Activity
Subsequent to March 31, 2025, the Company received gross proceeds in connection with issuance of 2024 Unsecured SPA Notes to third parties totaling $6.6 million with due dates ranging from April 4, 2030 through May 2, 2030 at 10.00% interest. Principal and accrued interest are convertible at the option of the holder into Common Stock of the Company at a conversion price per share equal to the lower of a) stated conversion price or b) lowest VWAP of the five trading days immediately prior to the day on which lender provides conversion notice. Additionally, $10.6 million of principal and $0.9 million of interest of the Company’s SPA Portfolio Notes were converted into 10,894,406 shares of the Company’s Class A Common Stock.
Series B Preferred Stock
On March 21, 2025, the Company entered into the 2025 March Unsecured SPA pursuant to which the Company agreed to issue, among other securities, shares of Series B Preferred Stock. The Series B Preferred stock are a newly designated class of the Company’s authorized and unissued preferred stock, par value $0.0001 per share. In connection with the initial closing under the 2025 March Unsecured SPA, on April 3, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock with the Secretary of State of the State of Delaware (the “Series B Certificate of Designation”). On April 9, 2025, the Company filed a Certificate of Correction to the Certificate to correct a clerical error with the Secretary of State of the State of Delaware. The Series B Certificate of Designation designates 9,000,000 shares of the Series B Preferred Stock and establishes and designates the preferences, rights and limitations thereof. The Series B Certificate of Designation became effective upon filing.
Sale of Collateral Securing Loan with Utica
On April 18, 2025, certain non-essential equipment securing the Company’s collateralized loan with Utica Leaseco, LLC was sold at auction for approximately $0.7 million in gross proceeds. The sale was conducted with the lender’s consent and involved surplus assets. In accordance with the loan and subordination agreements, all proceeds from the auction were retained by Utica and applied toward the Company’s obligations under the loan. The Company did not receive any of the sale proceeds. The equipment had been previously expensed as research and development costs in prior periods and was not included in property, plant and equipment as of March 31, 2025. The transaction did not affect scheduled debt repayments or require reclassification of the loan balance. The Company will evaluate any further accounting implications in future reporting periods.
Envisage Settlement
On March 28, 2025, the Company entered into a Settlement and Release Agreement (the “Envisage Settlement and Release Agreement”) with Envisage Group Developments Inc. USA (“Envisage”) to resolve a $1.5 million judgment stemming from an arbitration award related to several purchase orders and invoices under an Engineering Services Agreement previously executed between the Company and Envisage.
As part of the Envisage Settlement and Release Agreement, the Company agreed to satisfy $425 thousand of the settlement through the issuance of Class A common stock, with the number of shares based on the $1.08 per share closing price on April 7, 2025—the trading day prior to the issuance. On April 8, 2025, the Company issued 393,519 shares of its Class A common stock to Envisage. The Company has filed a Form S-1 registration statement to register these shares for resale, which is currently under SEC review and has not yet been declared effective.
The Company also agreed to pay the remaining $375 thousand in cash, payable in four equal monthly installments from March through June 2025. Both parties mutually released all claims, demands, and liabilities related to the matter.