Bridge Notes

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Bridge Notes

10. Bridge Notes

2023 Notes

In connection with the Note Purchase Agreement, as amended from time-to-time, the Company entered into the Third Amended and Restated Note Purchase Agreement dated December 15, 2022 (as further described under the heading Former Principal Stockholder in Note 18). On August 31, 2023 pursuant to Amendment No. 1 under the Third Amended and Restated Note Purchase Agreement dated August 14, 2023, the Company issued $5,000 aggregate principal amount of senior secured notes (the “2023 Notes” or “Bridge Notes”). The provisions of Amendment No. 1 also permit certain incremental borrowings in the amount up to $3,000 at the sole discretion of the purchaser (the “Incremental 2023 Notes”), subject to a minimum amount of $1,000 and other conditions. On September 29, 2023, the Company issued $1,000 aggregate principal amount of Incremental 2023 Notes. On November 27, 2023, the Company issued $2,000 aggregate principal amount of Incremental 2023 Notes.

The terms of 2023 Notes provide for:

● an interest rate fixed at 10.0% per annum;

● a maturity date of December 31, 2026; and

● an election to prepay the notes, at any time, at 100% of the principal amount due with no premium or penalty.

The debt issuance cost incurred under the debt modifications pursuant to certain of these borrowings are being amortized over the term of the 2023 Notes. Further, the debt modification pursuant to certain of these borrowings resulted in the unamortized debt issuance cost being amortized over the extended term of the 2023 Notes.

On December 29, 2023, the Company failed to make the interest payment due on the 2023 Notes resulting in an event of default with subsequent agreement to a forbearance period that was extended to September 30, 2024. On July 12, 2024, the Company entered into Amendment No. 3 to the Third Amended and Restated Note Purchase Agreement (“Amendment No. 3”) which deferred the accrued interest due date to December 31, 2024 (refer to the heading Principal Stockholder in Note 18). On November 6, 2024, the Company received a letter from Renew (as described in Note 18) confirming the Company is not currently in default under the Bridge Notes and Debt (as further described in Note 11 and collectively the Bridge Notes and Debt are referred to as the “Loan Documents”) due to the cure of the default identified in the forbearance letter (as updated from time-to-time the “forbearance letter”) (see Note 20). As of September 30, 2024, the effective interest rate on the 2023 Notes was 14.2%. As of September 30, 2024, the balance outstanding under the 2023 Notes was $8,000.

Information for the three months and nine ended September 30, 2024 and 2023, with respect to interest expense related to the 2023 Notes is provided under the heading Interest Expense in Note 12.