Term Debt

12 Months Ended

Dec. 31, 2025

The Company entered in a Note Purchase Agreement with Renew Group Private Limited ("Renew"), a related party (see Note 23, Related Party Transactions). Pursuant to the Note Purchase Agreement, as amended from time-to time, leading to the Third Amended and Restated Note Purchase Agreement dated December 15, 2022 (the “Third Amended and Restated Notes”) (as further described under the heading Former Principal Stockholder in Note 23), as of December 31, 2025 and 2024, the Company has notes outstanding referred to as the senior secured notes (the “Senior Secured Notes”), the delayed draw term notes (the “Delayed Draw Term Notes”), the 2022 bridge notes (the “2022 Bridge Notes”) and the 2023 notes (the “2023 Notes”), as further described below and collectively referred to as the “Term Debt”.

On December 31, 2025, the Company entered into Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement (“Renew Amendment No. 4”). Amendment No. 4 amended the definition of “Maturity Date” to the earlier of (i) December 31, 2027 or (ii) acceleration upon an event of default pursuant to and in accordance with the terms of the agreement. In addition, as a condition to effectiveness, the Company made a curtailment payment of $13,000, which was applied to reduce the outstanding principal balance of the Notes.

Senior Secured Notes

The terms of the Senior Secured Notes, as amended, provide for:

•a provision for the Company to enter into Delayed Draw Term Notes (as described below);

•a provision where the Company added $13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 as payable in-kind;

•a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments;

•an interest rate of 10.0% per annum, subject to adjustment in the event of default, with a provision that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

•interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes;

•a maturity date of December 31, 2027, subject to certain acceleration conditions; and

•the Company to enter into the 2022 Bridge Notes for $36,000 (as further described below).

Delayed Draw Term Notes

The terms of the Delayed Draw Term Notes, as amended, provide for:

•an interest rate of 10.0% per annum, subject to adjustment in the event of default;

•a maturity date on December 31, 2027, subject to certain acceleration terms.

2022 Bridge Notes

The terms of the 2022 Bridge Notes, as amended, provide for:

•an interest rate fixed at 10.0% per annum (as amended from interest that was payable in cash at an interest rate of 12% per annum quarterly; with interest rate increases of 1.5% per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment), (as further described below);

•a maturity date of December 31, 2027, subject to certain mandatory prepayment requirements, including, but not limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes; and

•an election to prepay the notes, at any time, in whole or in part with no premium or penalty.

2023 Notes

In connection with the Third Amended and Restated Notes (as further described under the heading Former Principal Stockholder in Note 23), on August 31, 2023 pursuant to Amendment No. 1 under the Third Amended and Restated Notes dated August 14, 2023, the Company issued $5,000 aggregate principal amount of senior secured notes (the “2023 Notes” and collectively the 2022 Bridge Notes and 2023 Notes are referred to as the “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, as amended, provide for:

•an interest rate fixed at 10.0% per annum;

•a maturity date of December 31, 2027; and

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

The following table summarizes the Company's related-party Term Debt:


	As of December 31, 2025						As of December 31, 2024
	Principal Balance		Unamortized Discount and Debt Issuance Costs		Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs		Carrying Value
Senior Secured Notes, effective interest rate of 10.1% as of December 31, 2025, as amended, and 10.1% as of December 31, 2024	$	55,328	$	(80)	$	55,248	$	62,691	$	(181)	$	62,510
Delayed Draw Term Notes, effective interest rate of 12.6% as of December 31, 2025, as amended, and 10.2% as of December 31, 2024	3,531		(9)		3,522		4,000		(21)		3,979
2022 Bridge Notes, effective interest rate of 11.5% as of December 31, 2025, as amended, and 10.2% as of December 31, 2024	31,772		(24)		31,748		36,000		(53)		35,947
2023 Notes, effective interest rate of 12.4% as of December 31, 2025, as amended, and 14.2% December 31, 2024	7,060		–		7,060		8,000		–		8,000
Total	$	97,691	$	(113)	$	97,578	$	110,691	$	(255)	$	110,436

The debt issuance costs incurred, as amended based on certain debt modifications, are being amortized over the applicable term of the Term Debt.

On December 29, 2023, the Company failed to make the interest payment due on the Term Debt 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 a third amendment to the Third Amended and Restated Notes dated as of December 15, 2022 (“Amendment No. 3”) which further deferred the accrued interest due date to December 31, 2024 (refer to the heading Principal Stockholder in Note 23). On November 6, 2024, the Company received a letter from Renew (as described in Note 23, Related Party Transactions) confirming the Company was not then in default under the Term Debt (collectively all of the Term Debt is also referred to as “Loan Documents”) due to the cure of the default identified in the forbearance letter (as updated from time-to-time the “forbearance letter”), and all interest was paid as of December 31, 2024 (see Note 23).

As of December 31, 2025, following the $13,000 curtailment payment made pursuant to Amendment No. 4, the Term Debt principal balance of $97,691 is due on December 31, 2027.

Information for the years ended December 31, 2025 and 2024 with respect to interest expense related to the Term Debt is provided below.

Interest Expense

The following table represents interest expense:


	Years Ended December 31,
	2025		2024
Amortization of debt costs:
Line of credit	$	–	$	418
Term Debt (related party)	142		240
Total amortization of debt costs	142		658




Cash paid interest:
Simplify Loan (related party)	315		585
Line of credit	–		1,706
Term Debt (related party)	11,223		11,251
Other	13		471
Total cash paid interest (1)	11,551		14,013
Less: Interest Income	(335)		(3)
Total interest expense, net	$	11,358	$	14,668

(1) During the year ended December 31, 2024, the Company paid cash interest of $3,824 that was accrued at December 31, 2023.