Term Debt

9 Months Ended

Sep. 30, 2026

2026 Term Loan

On August 7, 2026, the Company entered into a loan agreement with Renew, a related party (see Note 17, Related Party Transactions), which contemporaneously refinanced the "Senior Secured Notes", "Delayed Draw Term Notes", "2022 Bridge Notes", and "2023 Notes") into a single term loan facility. The new loan agreement (the "2026 Term Loan") extended the maturity of the Term Debt to August 6, 2029, and added new financial covenants to be tested quarterly on a trailing twelve-month basis, commencing on September 30, 2026. The interest rate remained unchanged from the Term Debt at 10.0%, with an aggregate principal balance of $97,691. The 2026 Term Loan requires quarterly principal payments of $1,000 beginning September 30, 2027, with the remaining principal balance due on August 6, 2029. Interest is payable quarterly in arrears, beginning September 30, 2026. The facility is secured by substantially all existing and future assets of the Company, including accounts, inventory, equipment, intellectual property, deposit accounts, and equity interests in subsidiaries. Additionally, it is fully, unconditionally, jointly, and severally guaranteed by certain of the Company's subsidiaries.

The refinancing was accounted for as a debt modification. Direct creditor fees of $200 paid to Renew and $79 of remaining unamortized issuance costs were capitalized against the debt carrying value and are being amortized over the remaining term on a straight-line basis, which approximates the effective interest method (effective rate of 10.5%).

Financial Covenants

The 2026 Term Loan agreement contains customary affirmative and negative covenants. Covenants are determined in accordance with the specific definitions set forth in the 2026 Term Loan agreement, which permit adjustments that may differ from non-GAAP financial measures presented elsewhere in this Quarterly Report. These covenants include:

•Fixed Charge Coverage Ratio (FCCR): Minimum ratio of 1.20 to 1.00, tested quarterly beginning with the quarter ending September 30, 2026. The ratio is calculated on a trailing twelve month basis as EBITDAR (earnings before interest, taxes, depreciation, amortization, and rent) less unfunded capital expenditures to fixed charges (consisting of cash distributions, dividends, cash taxes, cash interest, and scheduled principal payments).

•Total Net Leverage Ratio: Maximum ratio of 3.50 to 1.00, tested quarterly beginning with the quarter ending September 30, 2026. The ratio is calculated on a trailing twelve month basis as total debt less cash and cash equivalents to EBITDA (earnings before interest, taxes, depreciation, and amortization), as adjusted for specified non-recurring or unusual items, restructuring charges, severance, and other adjustments mutually agreed to or permitted under the 2026 Term Loan agreement.

•Maximum Permitted Indebtedness: Aggregate principal indebtedness capped at $125,000.

Senior Secured Notes

The terms of the Senior Secured Notes provided 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; and

			●			a maturity date of December 31, 2027, subject to certain acceleration conditions

Delayed Draw Term Notes

The terms of the Delayed Draw Term Notes provided for:


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

			●			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; and

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

2022 Bridge Notes

The terms of the 2022 Bridge Notes provided 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 Amendment No.1) (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 2022 Bridge Notes, at any time, in whole or in part with no premium or penalty.

2023 Notes

The terms of the 2023 Notes dated August 14, 2023, provided for:


			●			an interest rate fixed at 10.0% per annum;

			●			a maturity date of December 31, 2027; and

			●			an election to prepay the 2023 Notes, at any time, at 100% of the principal amount due with no premium or penalty.

On December 31, 2025, the Company entered into Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement (“Amendment No. 4”). Amendment No. 4 amended the definition of “Maturity Date” for all of the Term Debt to the earlier of (i) December 31, 2027 or (ii) acceleration upon an event of default. In addition, the Company made a curtailment payment of $13,000, which was applied to reduce the outstanding principal balance of all notes in the Term Debt.

The following table summarizes Term Debt:


	As of September 30, 2026						As of December 31, 2025
	Principal Balance		Unamortized Discount and Debt Issuance Costs		Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs		Carrying Value
2026 Term Loan, effective interest rate of 10.5% as of September 30, 2026	$	97,691	$	(273)	$	97,418	$	—	$	—	$	—
Senior Secured Notes, effective interest rate of 10.1% as of December 31,2025, as amended	—		—		—		$	55,328	$	(80)	$	55,248
Delayed Draw Term Notes, effective interest rate of 12.6% as of December 31,2025, as amended	—		—		—		3,531		(9)		3,522
2022 Bridge Notes, effective interest rate of 11.5% as of December 31,2025, as amended	—		—		—		31,772		(24)		31,748
2023 Notes, effective interest rate of 12.4% as of December 31,2025, as amended	—		—		—		7,060		—		7,060
Total	$	97,691	$	(273)	$	97,418	$	97,691	$	(113)	$	97,578

The debt issuance costs incurred, as amended based on certain debt modifications, are being amortized on a straight-line basis (which approximates the effective interest method) over the applicable term of the 2026 Term Loan.

Information for the three and nine months ended September 30, 2026 and 2025 with respect to interest expense related to the 2026 Term Loan and Term Debt is provided below.