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Long-Term Debt and Convertible Notes
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Long-Term Debt and Convertible Notes

8. Long-Term Debt and Convertible Notes

Working Capital Facility Agreement

On August 9, 2023, we entered into a working capital facility agreement (the "Working Capital Facility Agreement") with Hercules Capital, Inc., as administrative agent and collateral agent, and the lenders party thereto (the "Lenders"). The Working Capital Facility Agreement provides an aggregate principal amount of up to $50.0 million with tranched availability as follows: $25.0 million at closing ("tranche 1A"), $5.0 million available through December 15, 2024 ("tranche 1B"), and $20.0 million available from the earlier of: (1) the full draw of tranche 1B and (2) the expiration of tranche 1B, and available through December 15, 2025 ("tranche 1C"), and in the case of tranches 1B and 1C, subject to certain customary conditions to draw down. As of June 30, 2025, we have only drawn tranche 1A.

The Working Capital Facility Agreement has a term of four years, with a springing maturity date that is 91 days prior to the stated maturity of our Senior Convertible Notes (as defined and later amended below) (if still outstanding at such time). The loans thereunder do not have any scheduled amortization payments and accrue interest at a floating rate equal to, 9.95% per annum, payable in cash on a monthly basis and upon maturity or payoff. In addition, under the terms of the Working Capital Facility Agreement, the loans also accrue paid-in-kind interest at a fixed-rate of 1.5% per annum which is due upon maturity or payoff.

In addition, in connection with the tranche 1A funding, we issued warrants to the Lenders to purchase up to 297,619 shares of our common stock at an exercise price of $1.68 per share (the "Lender Warrants"). The Lender Warrants are equal to 2.00% of the principal amount of the tranche 1A loans funded by the Lenders (the "Warrant Coverage"). The Working Capital Facility Agreement also requires that we issue additional warrants to the Lenders at the time of each draw down of tranches 1B and 1C with the same Warrant Coverage. Each Lender Warrant is exercisable for seven years from the date of issuance.

The Working Capital Facility Agreement contains a minimum cash covenant, beginning on the closing date, requiring us to hold cash of no less than $8.5 million, if our market capitalization is less than $400.0 million. The Working Capital Facility Agreement also contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions, subject to certain exceptions. We were in compliance with all covenants of the Working Capital Facility Agreement as of June 30, 2025.

On February 13, 2025, the Working Capital Facility Agreement was amended to extend the maturity date to the earlier of (a) September 1, 2027 and (b) to the extent that any of the Senior Convertible Notes remain outstanding on such date, (i) May 12, 2026 or (ii) in the event that the maturity date of any Senior Convertible Notes is extended, prior to May 12, 2026, to August 11, 2026, or later, the date that is 91 days prior to the maturity date of such further extended Senior Convertible Notes.

The Working Capital Facility Agreement was accounted for in accordance with ASC Topic 470, Debt, ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging. The initial tranche 1A funding of $25.0 million and the Lender Warrants are accounted for as freestanding debt and equity financial instruments, respectively, as they are legally detachable and separately exercisable. The additional borrowings available under the Working Capital Facility Agreement plus the additional warrants to purchase shares of our common stock, which would be issued concurrently, are accounted for as a single freestanding financial instrument that are not assets or obligations of ours; this financial instrument meets the loan commitment derivative scope exception and will be accounted for when and if we borrow additional tranches in the future. The initial funding of $25.0 million was recorded as a liability on the condensed consolidated balance sheets.

In connection with the Working Capital Facility Agreement, we recognized the initial Lender Warrants at their relative fair value of $0.4 million, and we incurred debt issuance costs of $0.6 million, both of which were recorded as debt discounts. The debt

discounts and the end of term fee, of $0.8 million, are being amortized and accreted into interest expense using the effective interest rate method over the term of the Working Capital Facility Agreement. The effective interest rate as of June 30, 2025 is 13.8%.

For the three and six months ended June 30, 2025, interest expense related to the Working Capital Facility Agreement was $0.9 million and $1.8 million, respectively, which included $0.6 million and $1.3 million, respectively, related to the stated interest rate, $0.1 million and $0.2 million, respectively, related to paid-in-kind interest, and $0.2 million and $0.3 million, respectively, related to the amortization of the debt discounts and accretion of the end of term fee.

For the three and six months ended June 30, 2024, interest expense related to the Loan Agreement was $0.9 million and $1.8 million, respectively, which included $0.7 million and $1.3 million, respectively, related to the stated interest rate, $0.1 million and $0.2 million, respectively, related to paid-in-kind interest, and $0.1 million and $0.3 million, respectively, related to the amortization of the debt discounts.

As of June 30, 2025, the carrying value of tranche 1A was $25.4 million, which is comprised of the $25.0 million principal amount outstanding, $0.7 million of accumulated paid-in-kind interest, less debt discounts of $0.3 million. The end of term fee accreted as of June 30, 2025 of $0.5 million is recorded in other non-current liabilities on the condensed consolidated balance sheets.

Senior Unsecured Convertible Notes

In May 2021, we entered into a note purchase agreement with funds affiliated with Baker Bros. Advisors LP for a private placement of $150.0 million in Senior Unsecured Convertible Notes (the "Senior Convertible Notes"). We received a total of $149.0 million, net of issuance costs, from the issuance of the Senior Convertible Notes.

The Senior Convertible Notes were issued at par. The Senior Convertible Notes bear interest at a rate of 1.5% per annum, payable in cash semi-annually in arrears on June 15 and December 15 of each year. The Senior Convertible Notes mature on May 26, 2026, unless earlier converted, redeemed or repurchased.

The Senior Convertible Notes were subject to redemption at our option, between May 24, 2024 and May 24, 2025, but only if the last reported sale price per share of our common stock exceeded 250% of the conversion price for a specified period of time, or is subject to redemption at our option on or after May 24, 2025 if the last reported sale price per share of our common stock exceeds 200% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the Senior Convertible Notes to be redeemed, plus accrued and unpaid interest.

Upon conversion, we will settle the Senior Convertible Notes in shares of our common stock. The initial conversion rate for the Senior Convertible Notes is 65.4620 shares per $1,000 principal amount of the Senior Convertible Notes (equivalent to an initial conversion price of $15.276 per share of common stock).

If a holder of the Senior Convertible Notes converts upon a make-whole fundamental change or company redemption, the holder may be eligible to receive a make-whole premium through an increase to the conversion rate.

In May 2021, we filed a registration statement with the SEC to register for resale 12.4 million shares of our common stock underlying the Senior Convertible Notes, including the maximum number of shares of common stock issuable under the make-whole premium.

The Senior Convertible Notes were accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options ("ASC 470-20"), and ASC Subtopic 815-40, Contracts in Entity's Own Equity ("ASC 815-40"). Under ASC 815-40, to qualify for equity classification (or non-bifurcation, if embedded), the instrument (or embedded feature) must be both (1) indexed to the issuer's stock and (2) meet the requirements of the equity classification guidance. Based upon our analysis, it was determined that the Senior Convertible Notes do contain embedded features indexed to our common stock, but do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as an equity component. Since the embedded conversion feature meets the equity scope exception from derivative accounting, and, also since the embedded conversion option does not need to be separately accounted for as an equity component under ASC 470-20, the proceeds received from the issuance of the Senior Convertible Notes were recorded as a liability on the condensed consolidated balance sheets.

We incurred issuance costs related to the Senior Convertible Notes of $1.0 million, which we recorded as debt issuance costs and are included as a reduction to the Senior Convertible Notes on the condensed consolidated balance sheets. The debt issuance costs are being amortized to interest expense using the effective interest rate method over the term of the Senior Convertible Notes, resulting in an effective interest rate of 1.6%.

For the three and six months ended June 30, 2025, interest expense related to the Senior Convertible Notes was $0.6 million and $1.2 million, respectively, which included $0.5 million and $1.1 million, respectively, related to the stated interest rate and $0.1 million and $0.1 million, respectively, related to the amortization of debt issuance costs.

For the three and six months ended June 30, 2024, interest expense related to the Senior Convertible Notes was $0.5 million and $1.1 million, respectively, which included $0.4 million and $1.0 million, respectively, related to the stated interest rate and $0.1 million and $0.1 million, respectively, related to the amortization of debt issuance costs.

As of June 30, 2025, the carrying value of the Senior Convertible Notes was $149.8 million, which is comprised of the $150.0 million principal amount of the Senior Convertible Notes outstanding, less debt issuance costs of $0.2 million.

August 2025 Refinancing

On August 8, 2025 (the “Closing Date”), we entered into the second amendment to the Working Capital Facility Agreement with Hercules Capital, Inc., as administrative agent, and the lenders party thereto (the “Credit Facility”). The Credit Facility (a) increases the aggregate principal amount of terms loans of up to $150.0 million plus accrued and unpaid paid-in-kind interest on the existing debt, with tranched availability as follows: $110.0 million plus accrued and unpaid paid-in-kind interest on the existing debt at closing (“tranche 1”), $20.0 million available through December 15, 2026 (“tranche 2”), and $20.0 million available from the earlier of: (i) the full draw of tranche 2 and (ii) September 30, 2027 (“tranche 3”), and in the case of tranches 2 and 3, subject to certain customary conditions to draw down, (b) extends the maturity date under the Loan Agreement to the earlier of (i) September 1, 2030 and (ii) to the extent that we issue convertible indebtedness, the date 180 days prior to the stated maturity thereof, (c) to adjust the interest rate to Prime (7.5% floor) plus 1.95% cash interest and 1.00% paid-in-kind interest and (d) to provide for payment of a 1.00% upfront facility charge and an end of term charge of up to 6.25%, depending on the end of term. The loans thereunder do not have any scheduled amortization payments.

Concurrently on the Closing Date, we entered into (i) a note purchase agreement with purchasers party thereto pursuant to which we issued and sold $35.0 million aggregate principal amount of 5.0% senior convertible notes due 2031, (ii) a securities purchase agreement with the purchasers party thereto pursuant to which we issued and sold 13,225,227 shares of common stock and 524,141 shares of Series A convertible preferred stock for aggregate gross proceeds of $29.7 million and (iii) an exchange agreement with the holders party thereto to convert $25.0 million of the 1.5% senior convertible notes into 16,666,666 shares of common stock and repay the remaining $125.0 million with borrowings under the Credit Facility (collectively, the “Concurrent Transactions” and together with the Credit Facility, the “Refinancing Transactions”).

The proceeds from the Refinancing Transactions were used to retire the 1.5% senior convertible notes and the Working Capital Facility, while also providing additional working capital to support our commercial and development initiatives.