Term Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Term Debt

18. Term Debt

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 24), as of December 31, 2024 and 2023, 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”.

Senior Secured Notes

The terms of the Senior Secured Notes 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, 2026, 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 provide 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, 2026, subject to certain acceleration terms.

2022 Bridge Notes

The terms of the 2022 Bridge Notes 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, 2026, 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 24), 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 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 following table summarizes the Term Debt:

	As of December 31, 2024							As of December 31, 2023
	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, 2024, as amended	$	62,691	$	(181	)	$	62,510	$	62,691	$	(272	)	$	62,419
Delayed Draw Term Notes, effective interest rate of 10.2% as of December 31, 2024, as amended		4,000		(21	)		3,979		4,000		(31	)		3,969
2022 Bridge Notes, effective interest rate of 10.2% as of December 31, 2024, as amended		36,000		(53	)		35,947		36,000		(79	)		35,921
2023 Notes, effective interest rate of 14.2% as of December 31, 2024, as amended		8,000		-			8,000		-		-			-
Total	$	110,691	$	(255	)	$	110,436	$	102,691	$	(382	)	$	102,309

The 2023 Notes with a carrying value of $7,887 were reflected in current liabilities on the consolidated balance sheet as of December 31, 2023.

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 24). On November 6, 2024, the Company received a letter from Renew (as described in Note 24) 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 24).

As of December 31, 2024, the Term Debt principal maturity of $110,691 is due on December 31, 2026.

Information for the years ended December 31, 2024 and 2023 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,
	2024			2023
Amortization of debt costs:
Line of credit	$	418		$	214
Senior Secured Notes		91			632
Delayed Draw Term Notes		10			72
2022 Bridge Notes		26			1,216
2023 Notes		113			244
Total amortization of debt costs		658			2,378
Noncash and accrued interest:
Senior Secured Notes		-			1,602
Delayed Draw Term Notes		-			102
2022 Bridge Notes		-			920
2023 Notes		-			173
Line of credit termination fee		-			900
Other accrued interest		-			127
Total noncash and accrued interest		-			3,824
Cash paid interest:
Line of credit		1,706			2,023
Simplify Loan		585			-
Senior Secured Notes		6,373			4,754
Delayed Draw Term Notes		406			303
2022 Bridge Notes		3,660			3,763
2023 Notes		812			44
Other		471			1,214
Total cash paid interest (1)		14,013			12,101
Less interest income (2)		(3	)		(338	)
Total interest expense	$	14,668		$	17,965

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

(2) During the year ended December 31, 2023, the Company recorded interest income of $338 related to the refunds received from the employee retention credits.