Debt | . Debt Hercules Term Loan On September 30, 2021, the Company entered into a Loan and Security Agreement, dated as of September 30, 2021 (the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules” or the “Lender”). The Hercules Loan Agreement provided for term loans in an aggregate principal amount of up to $ 30.0 million, comprised of (i) a tranche 1 advance of $ 12.5 million (the “Tranche 1 Advance”), (ii) a tranche 2 advance of $ 7.5 million (the “Tranche 2 Advance”) and (iii) a tranche 3 advance of $ 10.0 million (the “Tranche 3 Advance”) (collectively, the “Term Loan Advances”). The Tranche 1 Advance under the Hercules Term Loan Agreement was funded on September 30, 2021. The Tranche 2 Advance was to be available at the Company’s election until August 15, 2022, subject to the Company's achievement of certain milestone events relating to data from the clinical trials. The Company did not meet the requirements for the Tranche 2 Advance and such funding will, therefore, not be available to the Company. The Tranche 3 Advance was available subject to approval by the Lenders’ investment committee in its sole discretion up to April 1, 2023, and is also no longer available to the Company. As security for its obligations, the Company granted Hercules a continuing security interest in substantially all of the assets of the Company, subject to certain customary exceptions, including for intellectual property. Any outstanding principal on the Term Loan Advances will accrue interest at a floating rate equal to the greater of (i) 9.50 % per annum and (ii) the sum of 6.25 % plus the prime rate, as published in The Wall Street Journal. As of September 30, 2023 and December 31, 2022, the interest rate was 14.75 % and 13.75 %, respectively. On March 7, 2023, the Company entered into the first Hercules amendment (the "First Hercules Amendment") to repay $ 7.5 million of the outstanding principal of the Hercules Term Loan, extend the interest only period until September 1, 2023, canceled the prepayment penalty for the March principal repayment and any future early principal repayments, and reduced the minimum qualified cash balance amount from $ 10.0 million to $ 2.25 million effective as of March 7, 2023. In accordance with the First Hercules Amendment the Company is required to make principal payments on the outstanding balance of the Term Loan Advances beginning on September 1, 2023, in 20 equal monthly installments, plus interest. Any amounts outstanding under the Term Loan Advances, if not repaid sooner, are due and payable on April 1, 2025 (the “Maturity Date”). On any date that the Company partially repays the outstanding obligations, the Company shall pay the Lenders a charge equal to 6.55% of the original principal amount. The First Hercules Amendment removed this prepayment premium for both the March 7, 2023 principal repayment and for any future early prepayments of principal. The First Hercules Amendment was accounted for as debt modification under ASC 470-50, Debt: Modifications and Extinguishments , with a partial debt extinguishment. The Company recognized a loss on debt extinguishment of $ 0.4 million related to the remaining unamortized debt discount as of the effective date of the First Hercules Amendment during the nine months ended September 30, 2023. The Hercules Loan Agreement contains customary affirmative and negative covenants which, among other things, requires the Company to maintain at all times a minimum qualified cash balance plus qualified accounts payable (defined as invoices that have not been paid within 180 days from the invoice date) and limits the Company’s ability to (i) incur additional indebtedness, (ii) pay dividends or make certain distributions, (iii) dispose of its assets, grant liens or encumber its assets or (iv) fundamentally alter the nature of its business. These covenants are subject to a number of exceptions and qualifications. On May 19, 2023, the Hercules Loan Agreement was amended (the "Second Hercules Amendment") to modify the definition of “Excluded Accounts” under the minimum qualified cash balance covenant to exclude additional accounts from the collateral and related obligations and, on November 10, 2023, the Hercules Loan Agreement was amended (the "Third Hercules Amendment") to temporarily reduce the minimum qualified cash balance amount to $2.25 million for the period from November 15, 2023 through December 15, 2023, unless extended by the Agent under the Hercules Loan Agreement in its sole discretion. After such period, the minimum level of qualified cash will revert to $2.25 million plus the amount of accounts payable that have not been paid within 180 days. The Company was in compliance with all debt covenants at September 30, 2023. The Hercules Loan Agreement also contains customary events of default, including the Company’s failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or a breach of the covenants. Upon the occurrence of an event of default, Hercules may, among other things, accelerate the Company’s obligations under the Hercules Loan Agreement. As of September 30, 2023, the carrying value of the outstanding loan consists of $ 4.8 million in principal less an unamortized debt discount of $ 0.2 million. The debt issuance costs and the final maturity payment of $ 0.8 million, have been recorded as a debt discount, which are being accreted to interest expense through the maturity date of the loan. Interest expense relating to the loan for the three months ended September 30, 2023 and 2022 was $ 0.2 million and $ 0.5 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $ 1.0 million and $ 1.4 million, respectively. Interest expense is calculated using the effective interest method and is inclusive of non-cash amortization of the debt discount. As of September 30, 2023, the effective interest rate was 19.4 %. The Company’s scheduled future principal payments for the long-term debt are as follows (in thousands): At September 30, 2023 Principal payments 2023 $ 681 2024 2,987 2025 1,112 Total future principal payments 4,780 Less unamortized discount ( 159 ) Carrying value of long-term debt 4,621 Less current portion of long-term debt ( 2,819 ) Final fee due at maturity in 2025 819 Long-term portion $ 2,621 |