DEBT | DEBT A reconciliation of the fair value of the convertible notes is as follows: June 30, 2024 Fair value of convertible notes, beginning of period $ 20,180,100 Fair value of convertible notes issued during period 30,756,875 Payments on convertible notes (20,180,100) Change in fair value of convertible notes (1) (2,208,921) Fair value of convertible notes exchanged for common stock (18,898,924) Fair value of convertible notes, end of period $ 9,649,030 ( 1) The Company recognizes changes in fair value of convertible notes for Common Stock in Interest income (expense), net Senior Secured Convertible Notes 2024 Securities Purchase Agreement On March 15, 2024, we entered into the 2024 Securities Purchase Agreement with the Investor under which the Company agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor in multiple tranches over a period beginning on March 15, 2024, (i) 2024 Notes for up to an aggregate principal amount of $139.0 million that will be convertible into shares of the Company’s Common Stock and (ii) 2024 Warrants to purchase shares of Common Stock. During the three months ended June 30, 2024, the Company issued and sold to the Investor (i) 2024 Notes in the original principal amount of $13.3 million and (ii) 2024 Warrants to purchase up to 3.9 million shares of Common Stock. As of June 30, 2024, the Company had issued and sold to the Investor (i) 2024 Notes in aggregate original principal amount of $22.3 million and (ii) 2024 Warrants to purchase up to 5.5 million shares of Common Stock pursuant to the 2024 Securities Purchase Agreement (following adjustment in connection with the Company’s Reverse Split). As of June 30, 2024, $7.8 million aggregate principal amount remained outstanding under the 2024 Notes, and no shares had been issued pursuant to the 2024 Warrants. No 2024 Note may be converted and no 2024 Warrant may be exercised to the extent that such conversion or exercise would cause the then holder of such 2024 Note or 2024 Warrant to become the beneficial owner of more than 4.99%, or, at the option of such holder, 9.99% of the Company’s then outstanding Common Stock, after giving effect to such conversion or exercise. Issuances of Common Stock under the 2024 Notes and the 2024 Warrants were also subject to the Exchange Cap (as defined in the 2024 Notes and the 2024 Warrants) until approved by the Company’s stockholders. On May 14, 2024, the Company’s stockholders approved issuances of Common Stock under the 2024 Notes and the 2024 Warrants in excess of the Exchange Cap. 2024 Notes The 2024 Notes are issued with original issue discount of 12.5%, resulting in $22.3 million aggregate proceeds and a net proceeds of $19.5 million across 2024 Notes issued as of June 30, 2024, and are or will be senior, secured obligations of the Company, ranking senior to all other unsecured indebtedness, subject to certain limitations and are unconditionally guaranteed by each of the Company’s subsidiaries, pursuant to the terms of a certain security agreement and subsidiary guarantee. The 2024 Notes are issued pursuant to the Company’s Indenture (the “Base Indenture”) with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and supplemental indentures thereto. Each 2024 Note bears interest at a rate of 9.0% per annum, payable in arrears on the first trading day of each calendar quarter, at the Company’s option, either in cash or in-kind by compounding and becoming additional principal. Upon the occurrence and during the continuance of an event of default, the interest rate will increase to 18.0% per annum. Unless earlier converted or redeemed, each 2024 Note will mature on the one-year anniversary of the date hereof, subject to extension at the option of the holders in certain circumstances as provided therein. All amounts due under any 2024 Note are convertible at any time, in whole or in part, at the option of the holders into shares of Common Stock at a conversion price equal to the applicable Reference Price set forth in such 2024 Note or (b) the greater of (x) the applicable Floor Price set forth in such 2024 Note and (y) 87.5% of the volume weighted average price of the Common Stock during the ten trading days ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, as elected by the converting holder. The Reference Price and Floor Price are subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Reference Price is also subject to full-ratchet adjustment in connection with a subsequent offering at a per share price less than the Reference Price then in effect. Subject to the rules and regulations of Nasdaq, we have the right, at any time, with the written consent of the Investor, to lower the reference price to any amount and for any period of time deemed appropriate by our board of directors. Upon the satisfaction of certain conditions, we may prepay any 2024 Note upon 15 business days’ written notice by paying an amount equal to the greater of (i) the face value of the 2024 Notes at premium of 25% (or 75% premium, during the occurrence and continuance of an event of default, or in the event certain redemption conditions are not satisfied) and (ii) the equity value of the shares of Common Stock underlying the 2024 Notes. The equity value of our Common Stock underlying the 2024 Notes is calculated using the two greatest volume weighted average prices of our Common Stock during the period immediately preceding the date of such redemption and ending on the date we make the required payment. The 2024 Notes contain customary affirmative and negative covenants, including certain limitations on debt, liens, restricted payments, asset transfers, changes in the business and transactions with affiliates. It also requires the Company to maintain minimum liquidity on the last day of each fiscal quarter in the amount of either (i) $1.5 million if the sale leaseback transaction of Company’s manufacturing facility in Union City, Indiana (the “Sale Leaseback”) has not been consummated and (ii) $4.0 if the Sale Leaseback has been consummated, subject to certain conditions. The 2024 Notes also contain customary events of default. Under certain circumstances, including a change of control, the holder may cause us to redeem all or a portion of the then-outstanding amount of principal and interest on any 2024 Note in cash at the greater of (i) the face value of the amount of 2024 Note to be redeemed at a 25% premium (or at a 75% premium, if certain redemption conditions are not satisfied or during the occurrence and continuance of an event of default), (ii) the equity value of our Common Stock underlying such amount of 2024 Note to be redeemed and (iii) the equity value of the change of control consideration payable to the holder of our Common Stock underlying such 2024 Note. In addition, during an event of default, the holder may require us to redeem in cash all, or any portion, of any outstanding 2024 Note at the greater of (i) the face value of our Common Stock underlying such 2024 Note at a 75% premium and (ii) the equity value of our Common Stock underlying such 2024 Note. In addition, during a bankruptcy event of default, we shall immediately redeem in cash all amounts due under the 2024 Notes at a 75% premium unless the holder of such 2024 Note waives such right to receive payment. Further, upon the sale of certain assets, the holder may cause a redemption at a premium, including upon consummation of the Sale Leaseback if the redemption conditions are not satisfied. The 2024 Notes also provide for purchase and participation rights in the event of a dividend or other purchase right being granted to the holders of Common Stock. As of June 30, 2024, the contractual principal balance of the 2024 Notes was $7.8 million and the fair value was $9.6 million. During the three months ended June 30, 2024, the Investor converted $14.4 million of principal into Common Stock and we recorded a $3.6 million fair value adjustment in Interest income (expense), net in the Condensed Consolidated Statements of Operations related to the 2024 Notes. No fair value adjustments related to the 2024 Notes attributable to changes in credit risk were recorded during the three and six months ended June 30, 2024. Going forward, any future fair value adjustments attributable to changes in credit risk will be recorded in Other comprehensive loss. The estimated fair value of the 2024 Notes as of each respective issuance date totaled was $30.8 million. The fair value was computed using a Monte Carlo Simulation Model which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 fair value measurement. The unobservable inputs utilized for measuring the fair value of the 2024 Notes reflect our assumptions about the assumptions that market participants would use in valuing the 2024 Notes as of the issuance date and subsequent reporting period. We determined the fair value by using the following key inputs to the Monte Carlo Simulation Model: Issuance Date March 15, 2024 Maturity Date March 15, 2025 Principal Balance as of the Valuation Date $ 9,000,000 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.78 % Volatility (Annual) 85.00 % Issuance Date May 10, 2024 Maturity Date May 10, 2025 Principal Balance as of the Valuation Date $ 6,285,714 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.59 % Volatility (Annual) 95.00 % Issuance Date May 29, 2024 Maturity Date May 29, 2025 Principal Balance as of the Valuation Date $ 7,000,000 Risk-Free Rate (Annual) 5.3 % Corporate Bond Yield 15.60 % Volatility (Annual) 90.00 % As of June 30, 2024, the Company was in compliance with the debt terms and associated covenants under the 2024 Notes. As of August 19, 2024, $7.5 million in aggregate principal amount remained outstanding under the 2024 Notes. Warrants Exercisable During the three and six months ended June 30, 2024, the Company issued 2024 Warrants to purchase 5.5 million shares of Common Stock at an exercise price ranging from $5.89 to $7.00 per share (following adjustment in connection with the Company’s Reverse Split). As of June 30, 2024, no shares have been issued pursuant to the 2024 Warrants. The fair value of the components of the 2024 Securities Purchase Agreement was allocated between the 2024 Notes and the 2024 Warrants. As of June 30, 2024, the fair value of the 2024 Warrants in total was $4.6 million. During the six months ended June 30, 2024, we recorded a $4.4 million fair value adjustment in the Condensed Consolidated Statements of Operations related to the 2024 Notes. The fair value of the 2024 Warrants was measured using the Black Scholes model approach. Significant inputs to the model at each respective issuance date and June 30, 2024 are as follows: Valuation Assumptions June 30, 2024 Initial Recognition on March 15, 2024 Fair Value $ 1,266,294 $ 4,749,754 Stock Price $ 1.57 $ 5.32 Strike Price $ 7.0000 $ 7.0000 Volatility (annual) 65.0% 45.0% Risk-Free Rate 4.3% 4.2% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% Valuation Assumptions June 30, 2024 Initial Recognition on May 10, 2024 Fair Value $ 1,564,661 $ 3,706,121 Stock Price $ 1.57 $ 3.60 Strike Price $ 5.8860 $ 5.8860 Volatility (annual) 65.0% 50.0% Risk-Free Rate 4.3% 4.4% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% Valuation Assumptions June 30, 2024 Initial Recognition on May 29, 2024 Fair Value $ 1,749,487 $ 4,099,389 Stock Price $ 1.57 $ 3.80 Strike Price $ 5.8880 $ 5.8880 Volatility (annual) 65.0% 45.0% Risk-Free Rate 4.3% 4.5% Estimated time to expiration (years) 10 10 Dividend Yield 0.0% 0.0% Green Senior Convertible Notes Due 2026 On December 12, 2023, the Company entered into a securities purchase agreement (the “2023 Securities Purchase Agreement”) under which the Company issued, pursuant to the Base Indenture and a First Supplemental Indenture between the Company and the Trustee, $20.0 million principal amount of green senior convertible notes (the “2026 Notes”) due October 1, 2026. The 2026 Notes were a senior secured obligation of the Company and ranked senior to all unsecured debt of the Company. The 2026 Notes were guaranteed by all the Company’s current subsidiaries and were secured by substantially all the assets of the Company and its subsidiaries. The 2026 Notes were issued with an original issue discount of 12.5%. The Company paid fees in connection with the issuance of the 2026 Notes of $0.6 million, resulting in net proceeds of $16.9 million. We have elected to account for the 2026 Notes using the fair value option under GAAP. All direct costs related to the issuance of our convertible notes were recognized in Interest income (expense), net in the Consolidated Statements of Operations for the year ended December 31, 2023. During the first quarter of 2024, the Company repaid the 2026 Notes in full. As of June 30, 2024 the contractual principal balance of the 2026 Notes was zero. During the six months ended June 30, 2024, we recorded no fair value adjustment in Other comprehensive loss related to the 2026 Notes. No fair value adjustments related to the 2026 Notes attributable to changes in credit risk were recorded during the six months ended June 30, 2024. Warrants Under the 2023 Securities Purchase Agreement On December 12, 2023, as part of the 2023 Securities Purchase Agreement, the Company issued warrants (the “2023 Warrants”) to purchase 25.6 million shares of Common Stock at an exercise price of $8.984 per share. |