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Debt (Tables)
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Borrowings    
Schedule of borrowings

The Company’s outstanding debt was as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

March 31,

    

December 31,

​

​

2024

​

    2023

​

​

Principal

​

Fair Value

​

Principal

​

Fair Value

Convertible promissory notes:

​

​

​

​

​

​

​

​

​

​

​

​

Historical convertible promissory notes

​

$

5,630

​

$

5,645

​

$

35,347

​

$

34,033

2023 & 2024 convertible promissory notes

​

 

5,000

​

 

4,672

​

 

—

​

 

—

Borrowings:

​

​

​

​

​

​

​

​

​

​

​

​

KEB Hana Bank

​

 

6,682

​

 

6,682

​

 

6,980

​

 

6,980

IBK Industrial Bank

​

 

6,831

​

 

6,831

​

 

7,135

​

 

7,135

Note payable (one individual investor)

​

 

1,000

​

 

1,000

​

 

1,000

​

 

1,000

M-Venture Investment, Inc.

​

 

7,425

​

 

7,425

​

 

7,756

​

 

7,756

Anapass, Inc, related party

​

 

9,653

​

 

9,653

​

 

10,082

​

 

10,082

i Best Investment Co., Ltd

​

 

7,425

​

 

7,425

​

 

10,082

​

 

10,082

Kyeongho Lee, related party

​

 

824

​

 

824

​

 

1,474

​

 

1,474

Total debt

​

$

50,470

​

 

50,157

​

$

79,856

​

 

78,542

Less: current portion

​

​

​

​

 

(45,485)

​

​

​

​

 

(72,303)

Debt, net of current portion

​

​

​

​

$

4,672

​

​

​

​

$

6,239

​

​

​

​

​

​

​

​

​

​

Category

    

Creditor

    

Maturity date

    

Annual interest rate

 

Korean Won

 

KEB Hana Bank (*1)

 

7/12/2024

 

5.23

%

Korean Won

 

IBK Industrial Bank (*1)

 

11/20/2024

 

4.89

%

Korean Won

 

Anapass, Inc.

 

7/25/2024

 

5.50

%

Korean Won

 

Anapass, Inc.

 

5/10/2024

 

5.50

%

Korean Won

 

Anapass, Inc.

 

9/15/2024

 

5.50

%

Korean Won

 

Kyeongho Lee

 

11/19/2024

 

9.00

%

Korean Won

 

Kyeongho Lee

 

5/27/2024

 

0

%

Korean Won

 

Kyeongho Lee

 

11/24/2023

 

6.80

%

Korean Won

 

Kyeongho Lee

 

11/30/2024

 

7.50

%

Korean Won

 

Kyeongho Lee

 

12/2/2024

(*9)

7.50

%

Korean Won

 

M-Venture Investment, Inc. (*3)

 

10/29/2024

 

6.50

%

Korean Won

 

M-Venture Investment, Inc. (*4)

 

4/26/2024

 

6.50% - 8.65

%(*6)

Korean Won

 

i Best Investment Co., Ltd. (*5)

 

3/14/2024

(*8)

6.50

%

Korean Won

 

i Best Investment Co., Ltd. (*7)

 

12/22/2023

 

6.50

%

Korean Won

 

i Best Investment Co., Ltd.

 

3/12/2024

(*8)

6.50

%

Korean Won

 

i Best Investment Co., Ltd.

 

1/12/2024

(*9)

6.50

%

Korean Won

 

i Best Investment Co., Ltd.

 

3/14/2024

(*8)

6.50

%

Korean Won

 

i Best Investment Co., Ltd.

 

1/26/2024

(*2)

6.50

%

Promissory Note

 

One (1) individual investor

 

6/30/2024

 

4.00

%

(*1)

The limits for borrowings from KEB Hana Bank and IBK Industrial Bank are $6,980,000 and $7,135,000, respectively, and the bank deposit of Anapass, Inc., a related party, is pledged as collateral for borrowings from KEB Hana Bank and IBK Industrial Bank (see Notes 5 and 12). As of the current fiscal year end, collateral was provided to Anapass, Inc. in relation to the borrowings from KEB Hana Bank, IBK Industrial Bank and Anapass, Inc. (see Notes 5 and 12).

(*2)

Maturity date was extended for five (5) months after fiscal year end.

(*3)For borrowings from M-Venture Investment, Inc., 170,000 common shares of Anapass were provided to creditors as collateral by Kyeongho Lee, a related party (see Note 12).

(*4)For borrowings from M-Venture Investment, Inc., guarantee was provided by Kyeongho Lee, a related party (see Note 12).

(*5)For borrowings from i-Best Investment, Co., Ltd., 40,000 common shares of Anapass were provided to creditors as collateral by Kyeongho Lee, a related party (see Note 12).

(*6)Loan agreement was amended on April 26, 2023, and new interest rates (6.50% for KRW1.0 billion, 8.65% for KRW5.0 billion) were applied from April 26, 2023.

(*7)KRW1.0 billion loan was borrowed on March 22, 2023, and fully paid off on December 21, 2023.

(*8)Maturity date was extended for three (3) months after fiscal year end.

(*9)Loan was paid off in March 2024.

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

    

    

    

​

    

    

​

Category

​

Creditor

​

December 31, 2023

​

December 31, 2022

Korean Won

 

KEB Hana Bank (*1)

​

$

6,980

​

$

7,102

Korean Won

 

IBK Industrial Bank (*1)

​

 

7,135

​

 

7,260

Korean Won

 

Anapass, Inc.

​

 

4,653

​

 

4,735

Korean Won

 

Anapass, Inc.

​

 

2,327

​

 

2,367

Korean Won

 

Anapass, Inc.

​

 

3,102

​

 

3,156

Korean Won

 

Kyeongho Lee

​

 

388

​

 

395

Korean Won

 

Kyeongho Lee

​

 

85

​

 

87

Korean Won

 

Kyeongho Lee

​

 

—

​

 

24

Korean Won

 

Kyeongho Lee

​

 

388

​

 

395

Korean Won

 

Kyeongho Lee

​

 

613

​

 

789

Korean Won

 

M-Venture Investment, Inc. (*3)

​

 

3,102

​

 

3,156

Korean Won

 

M-Venture Investment, Inc.(*4)

​

 

4,653

​

 

4,734

Korean Won

 

i Best Investment Co., Ltd. (*5)

​

 

3,102

​

 

3,156

Korean Won

 

i Best Investment Co., Ltd. (*7)

​

 

—

​

 

—

Korean Won

 

i Best Investment Co., Ltd.

​

 

1,551

​

 

—

Korean Won

 

i Best Investment Co., Ltd.

​

 

2,327

​

 

—

Korean Won

 

i Best Investment Co., Ltd.

​

 

2,327

​

 

—

Korean Won

 

i Best Investment Co., Ltd.

​

 

776

​

 

—

Promissory Note

 

One (1) individual investor

​

 

1,000

​

 

1,000

Bank Borrowings

 

  

​

$

44,509

​

$

38,356
Schedule of maturities of borrowings

Expected future minimum principal payments under the Company’s total debt is as follows as of March 31, 2024 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

    

Convertible 

    

​

​

    

​

​

​

​

Notes 

​

​

​

​

​

​

Years

​

Payable

​

Borrowing

​

Total

2024, remainder

​

$

5,630

​

$

39,840

​

$

45,470

2025

 

​

—

 

​

—

 

​

—

2026

 

​

5,000

 

​

—

 

​

5,000

Total debt

​

$

10,630

​

$

39,840

​

$

50,470

  
Schedule of convertible notes  

​

​

​

​

​

​

​

​

​

​

(in thousands)

    

​

    

​

​

    

​

​

Category

​

Creditor

​

December 31, 2023

​

December 31, 2022

Current convertible notes (*1)

 

  

 

​

  

 

​

  

1st

 

SG Ace Inc. (*2)

​

$

7,620

​

$

8,461

2nd

 

M-Venture Investment, Inc. and one (1) institution (*3)

​

 

7,620

​

 

8,461

7th

 

NA Korea Trans Fund No.4, one (1) institution and eight(8) individual investors (*4)

​

 

2,198

​

 

1,932

16th

 

NA Korea Trans Fund No.4 and two (2) individual investors

​

 

387

​

 

330

22nd

 

i Best Investment Co., Ltd.

​

 

3,233

​

 

2,746

23rd

 

Jeju Semiconductor Corp.

​

 

908

​

 

771

24th

 

One (1) individual investor

​

 

665

​

 

565

25th

 

M-Venture Investment Inc. (*5)

​

 

—

​

 

3,511

26th

 

Access Bio, Inc.

​

 

5,163

​

 

4,389

​

 

Subtotal

​

 

27,794

​

 

31,166

Non-current convertible notes

 

  

​

 

  

​

 

  

25th

 

M-Venture Investment Inc. (*5)

​

 

3,614

​

 

—

27th

 

Blacktree Co., Ltd.

​

 

2,625

​

 

—

​

 

Subtotal

​

 

6,239

​

 

—

​

 

Total

​

$

34,033

​

$

31,166

(*1)As convertible notes are matured or convertible notes holders have the right to claim early redemption that can be exercised within 12 months after the reporting period, the convertible notes were classified as current liabilities as of December 31, 2023 and 2022.

(*2)During the current period, convertible note was amended to be repaid in installments and due date and interest rates were revised. As a result, due dates were changed to June 30, 2023, September 30, 2023 and December 30, 2023 for $2.0 million installment, $3.0 million installment and $4.0 million installment, respectively. Interest rates were revised as 5.5%, 6.5% and 7.5% for $2.0 million installment, $3.0 million installment and $4.0 million installment, respectively, and 12% from default date if each installments were not paid by revised due dates mentioned above. Subsequent to current year end, due dates were extended to March 29, 2024 for total outstanding principal of $9.0 million.

(*3)During the current period, convertible note was amended and due date was extended to December 31, 2023.

(*4)During the current period, $61,000 of convertible note and unpaid interest of $11,000 were converted into 20,681 shares of common stock.

(*5)During the current period, principal amount of $500,000 of convertible note was transferred to individual investor, and subsequently paid off in November 2023.
Schedule of terms of issuance of convertible notes  

Key terms for issuance of convertible notes

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​

​

​

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​

​

​

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​

​

​

​

​

​

​

​

​

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​

​

    

1st

    

2nd

    

7th

    

16th

    

22nd

    

23rd

    

24th

    

25th

    

26th

    

27th

Issue Year

 

​

2017

 

2017

 

2019

 

2020

 

2021

 

2021

 

2021

 

2022

 

2022

 

​

2023

Early repayment

 

​

(*1)

 

(*1)

 

(*2)

 

(*1)

 

(*1)

 

(*1)

 

(*1)

 

(*2)

 

(*3)

 

​

(*1)

Repayment at maturity

 

​

The payment shall be made three years after the date of issue at an annual interest rate of 4%.

 

The payment shall be made three years after the date of issue at an annual interest rate of 7%.

 

The payment shall be made three years after the date of issue at an annual interest rate of 5%.

 

The payment shall be made three years after the date of issue at an annual interest rate of 4%.

 

​

The payment shall be made three years after the date of issue at an annual interest rate of 5%.

Rates applied at the repayment date

 

​

Upon repayment, there is a clause to reimburse the U.S. Dollar amount converted at the Won-Dollar exchange rate on the redemption date based on the Won amount converted at the Won-Dollar exchange rate at the date of issue.

​

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

​

N/A

Conversion price

​

$

3.50 per share (*4)

​

​

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

$

6.67 per share

Convertible Notes, continued

​

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​

​

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​

​

    

1st

    

2nd

    

7th

    

16th

    

22nd

    

23rd

    

24th

    

25th

    

26th

    

27th

Conversion

 

- The holder of convertible notes can covert it at any time.

​

 

- If the Company issues a new equity instrument after issuing convertible notes, the holder of convertible notes may participate in conversion with the issuance price of the new equity instruments (1st, 2nd and 27th convertible notes) or $3.50 per share up to seven days prior to the issuance of the equity instruments.

​

 

- Conversion upon demand at holder’s discretion with conversion price equal to $3.50 ($6.67 for 27th convertible note) per share after issue date.

​

 

- Automatic conversion in an initial public offering (“IPO”) or business combination with SPAC (except for 1st and 24th convertible notes) (conversion price is adjusted to IPO price or SPAC conversion price).

​

 

- If the price at the time of issuance of a new equity instrument or the IPO is lower than $3.50, the conversion price of the convertible note is adjusted (except for 27th convertible note).

​

 

- Conversion price is adjusted every three months for one year after an IPO at KOSDAQ (However, adjusted price cannot be lower than 70% of $3.50 per share and cannot be higher than $3.50 per share) (7th convertible note).

Number of convertible shares (*5)

 

5,142,858 shares

​

553,790 shares

 

102,597 shares

 

874,286 shares

 

245,714 shares

 

180,000 shares

 

1,000,000 shares

 

1,428,571 shares

 

299,850 shares

Collateral and guarantee

 

(*6)

​

(*7)

 

N/A

 

(*8)

 

N/A

 

(*7)

 

N/A

 

(*7)

 

N/A

(*1)The right to early repayment can be exercised once every quarter (four times in total) for 7 day periods after 2 years from the date of issue of convertible notes until 3 years from the date of issue of convertible notes.

(*2)The right to early repayment can be exercised once every quarter (four times in total) for 7 day periods after 1 year from the date of issue of convertible notes until 2 years from the date of issue of convertible notes.

(*3)The right to early repayment can be exercised once every quarter (eight times in total) for 7 day periods after 1 year from the date of issue of convertible notes until 3 years from the date of issue of convertible notes.

(*4)Conversion price will be adjusted to SPAC conversion price if business combination transaction is consummated with SPAC, except for 1st and 24th convertible notes.

(*5)The number of convertible shares was calculated by applying the conversion value of $3.50 per share ($6.67 per share for 27th convertible note) applied at the request of the convertible note holder.

(*6)Kyeongho Lee, a related party, provided payment guarantee and 885,867 shares of common stock of Anapass, Inc. as collateral (see Note 12).

(*7)Kyeongho Lee provided payment guarantee (see Note 12).

(*8)Kyeongho Lee provided payment guarantee and 175,000 shares of common stock of Anapass, Inc. as collateral (see Note 12).
Notes and loans payable    
Borrowings    
Schedule of maturities of borrowings  

Maturities of borrowings as of December 31, 2023 were as follows:

​

​

​

​

(in thousands)

    

​

​

December 31, 2024

​

$

44,509

Total

​

$

44,509
Convertible debt    
Borrowings    
Schedule of maturities of borrowings  

Maturities of convertible notes as of December 31, 2023, were as follows:

​

​

​

​

(in thousands)

    

​

​

December 31, 2024

​

$

27,794

December 31, 2025

​

 

3,614

December 31, 2026

​

 

2,625

Total

​

$

34,033