14. DEBT The following table presents the composition of debt as of March 31, 2024 and December 31, 2023 (in thousands): | | | | | | | | | | March 31, | | December 31, | | | | 2024 | | 2023 | | Outstanding principal | | $ | 60,000 | | $ | 60,000 | | Accrued final payment fees | | | 1,856 | | | 1,856 | | Less debt discounts | | | (2,412) | | | (2,573) | | Total debt, net | | | 59,444 | | | 59,283 | | Less current portion | | | — | | | — | | Long-term debt, net | | $ | 59,444 | | $ | 59,283 | |
For the three months ended March 31, 2024 the Company recognized interest expense of $1.8 million, of which $1.7 million was cash and $0.1 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees. For the three months ended March 31, 2023, the Company recognized interest expense of $1.3 million, of which $1.1 million was cash and $0.2 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees. Solar Credit Facility On March 2, 2020 the Company entered into a Loan and Security Agreement with Solar Capital Ltd as collateral agent and other lenders as defined in the agreement (such agreement, as amended, the “Solar Facility”). On March 7, 2024, the Company entered into a sixth amendment (the “Solar Sixth Amendment”) to the Solar Facility. Under the Solar Sixth Amendment, Solar: (a) waived the specified events with respect to the Company’s non-compliance with the required revenue under the net product revenue covenant; and (b) amended the financial covenants by increasing the amount of the liquidity covenant and temporarily decreasing the net product revenue covenant to reflect current projections. On September 29, 2023, the Company entered into a fifth amendment (the “Solar Fifth Amendment”) to the Solar Facility. The Solar Fifth Amendment allowed the Company to draw on the $22.5 million Term C Loan portion of the Solar Facility and revise the required testing levels of the net product revenue and minimum liquidity covenants for certain testing periods. On October 3, 2023, the Company borrowed $22.5 million under the Term C Loan portion of the Solar Facility, resulting in total borrowing of $60 million. On March 29, 2023, the Company entered into a fourth amendment (the “Solar Fourth Amendment”) to the Loan and Security Agreement dated March 2, 2020 with SLR Investment Corp. (formerly known as Solar Capital Ltd.). The Solar Fourth Amendment increased the borrowings by $2.5 million, extended the interest only period from March 2023 to March 2026, and extended the maturity date from February 2025 to March 2028. In addition, the Solar Fourth Amendment changed the basis of the interest expense from LIBOR to SOFR. The Solar Facility accrues interest from the date of borrowing through the date of repayment at a floating per annum rate of interest, which resets monthly and is equal to the greater of 5.65% plus (a) 3.95% or (b) daily simple SOFR for a term of one month. Only interest is required to be paid on the Solar Facility until March 1, 2026. Prior to the effectiveness of the Solar Fourth Amendment, the interest only period with respect to the Term A Loan expired on March 1, 2023. Commencing April 1, 2026, the Company will be required to make monthly payments of principal and interest on the Solar Facility. In addition to the principal and interest payments due under the Solar Facility, the Company is required to pay a final payment fee to Solar upon the earlier of prepayment, acceleration or the maturity date of the Solar Facility equal to 4.95% of the principal amount of the term loans actually funded. If the Company prepays the Solar Facility prior to their respective scheduled maturities, the Company will also be required to pay prepayment fees to Solar equal to 3% of the principal amount of such term loan then-prepaid if prepaid on or before the first anniversary of the Term C Funding Date, 2% of the principal amount of such term loan then-prepaid if prepaid after the first anniversary and on or before the second anniversary of the Term C Funding Date, or 1% of the principal amount of such term loan then-prepaid if prepaid after the second anniversary of the Term C Funding Date. The Company is also required to pay Solar an exit fee upon the occurrence of (a) any liquidation, dissolution or winding up of the Company, (b) any transaction that results in a person obtaining control over the Company, (c) the Company achieving $100 million in trailing twelve-month net product revenue or (d) the Company achieving $125 million in trailing twelve-month net product revenue. The exit fee for liquidation, dissolution, winding up or change of control of the Company is equal to 2% of the principal amount of the term loans actually funded. The exit fee for achieving either $100 million or $125 million in trailing twelve-month net product revenue is equal to 1% of the principal amount of the term loans actually funded or, if both net product revenue milestones are achieved, 2% of the principal amount of the term loans actually funded. The exit fee is capped at 2% of the principal amount of the term loans actually funded. On January 31, 2024 and February 29, 2024, the Company was not in compliance with its minimum net product revenue covenant under the Solar Facility. The Company was granted a waiver from Solar in the Solar Sixth Amendment for the covenant violations. The amount of borrowings affected by this noncompliance was $60 million. As of March 31, 2024, the Company is in compliance with all covenants in the Solar Facility and is projected to be in compliance with the covenants going forward.
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