Debt | 9. Debt The following table presents the carrying value of the Company's debt balance as of December 31, 2022 and March 31, 2023 (in thousands): December 31, March 31, Face value $ 50,000 $ 50,000 Less: discount ( 13,206 ) ( 12,748 ) Total 36,794 37,252 Less: current portion — — Long-term portion $ 36,794 $ 37,252 Oaktree Agreement On October 13, 2022 (“Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Oaktree Agreement”) with Oaktree Fund Administration, LLC as administrative agent, and the lenders party thereto (collectively “Oaktree”) to borrow up to $ 100.0 million in three tranches with a maturity date of October 13, 2027 . The first tranche of $ 50.0 million was drawn immediately, with $ 9.8 million of the proceeds used to repay in full the outstanding loan and fees under the 2019 Loan Agreement with SLR Investment Corp. and Silicon Valley Bank and $ 2.7 million in fees and expenses incurred in connection with the financing, leaving $ 37.5 million in available proceeds from the first tranche. The ability to draw the remaining $ 50.0 million is contingent upon reaching certain net sales revenue milestone targets prior to September 30, 2024 and December 31, 2024, respectively. The term loan initially bears interest at the three-month term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 8.75 % (with a SOFR floor of 1.00 % and a 3.00 % cap). Once FUROSCIX achieves at least $ 100.0 million in trailing 12-month net sales, the applicable margin will step down to 8.25 %. The Company is required to make quarterly interest-only payments until the third anniversary of the Closing Date, after which the Company is required to make quarterly amortizing payments, with the remaining balance of the principal plus accrued and unpaid interest due at maturity. In connection with entering into the Oaktree Agreement, the Company granted warrants to Oaktree to purchase up to an aggregate of 516,345 shares of the Company’s common stock at an exercise price of $ 5.40 per share. Upon inception, the Company evaluated the warrants and determined that they met all the requirements for equity classification under ASC Topic 815 Derivatives and Hedging ("ASC 815"). This transaction was accounted for as a detachable warrant at its fair value, using the relative fair value method, which is based on a number of unobservable inputs and is recorded as an increase to additional paid-in-capital on the consolidated statement of stockholder’s equity. The relative fair value of the warrants, $ 2.0 million, was reflected as a discount to the term loan and will be amortized over the life of the term loan using the effective interest method. The Company used the Black-Scholes option pricing model to determine the fair value of the warrants. Assumptions included the fair market value per share of common stock on the valuation date of $ 5.50 , the exercise price per warrant equal to $ 5.40 , the expected volatility of 77 %, the risk-free interest rate of 4.11 %, the expected term of 7 years and the absence of a dividend. The warrants are immediately exercisable and the exercise period expires on October 13, 2029. The Company identified a number of embedded derivatives that require bifurcation from the term loan and that were separately accounted for in the consolidated financial statements as one compound derivative liability. Certain of these embedded features include contingent interest rate reset upon event of default, contingent put options, including change in control and going concern provisions, and additional costs as a result of changes in law. These embedded features met the criteria requiring these to be bifurcated because they were not clearly and closely related to the host instrument in accordance with ASC 815-15 and the derivative liability is presented separately in the condensed consolidated balance sheet as of March 31, 2023. The fair value of the embedded derivative liabilities associated with the term loan was estimated using a hybrid between the discounted cash flow and Monte Carlo simulation methods. This involves significant Level 3 inputs and assumptions including an estimated probability and timing of a change in control. The Company re-evaluates this assessment each reporting period and any changes in estimated fair value is recorded as other income (expense). The initial recognition of the embedded derivative liability upon issuance of the Term Loan was $ 8.9 million. At March 31, 2023, the fair value of the embedded derivative liability was $ 6.5 million. In connection with the issuance of the term loan, the Company recorded a debt discount of $ 13.6 million, inclusive of debt issuance costs, the derivative liability and the relative fair value of the warrants. The discount will be amortized over the life of the term loan using the effective interest method. For the three months ended March 31, 2023, the Company recorded $ 459,000 related to the amortization of the debt discount associated with the Oaktree Agreement. Prepayments of the term loan, in whole or in part, will be subject to a prepayment fee which declines each year until the fourth anniversary date of the Closing Date, after which no prepayment fee is required. The Company is also required to pay an exit fee upon any payment or prepayment equal to 2.0 % of the aggregate principal amount of the loans funded under the Oaktree Agreement. The Company recorded an additional debt discount of $ 1.0 million related to the exit fee. For the three months ended March 31, 2023, the Company recorded $ 34,000 related to the amortization of the exit fee associated with the Oaktree Agreement. The Oaktree Agreement contains customary representations, warranties and affirmative and negative covenants, including financial covenants requiring the Company to (i) maintain unrestricted cash of at least $ 15.0 million at all times, increasing to $ 20.0 million upon accessing the second tranche of the term loan and (ii) meet minimum quarterly net sales revenue targets. In addition, the Oaktree Agreement contains customary events of default that could cause the Company’s indebtedness to become immediately due and payable. The lenders could declare the Company in default under its debt obligation upon the occurrence of any event that the lenders interpret as having a material adverse effect as defined under the Oaktree Agreement. Upon the occurrence and for the duration of an event of default, an additional interest rate equal to 2.0 % per annum could apply to all obligations owed under the Oaktree Agreement. Among other loan covenant requirements, the Oaktree Agreement also requires the Company to provide an audit opinion of its annual financial statements not subject to any "going concern" or like qualification or exception. SLR Investment Corp. and Silicon Valley Bank Term Loan In May 2017, the Company entered into a loan and security agreement (the “2017 Loan Agreement”), with SLR Investment Corp. (f/k/a Solar Capital Ltd.) and Silicon Valley Bank (together, the “Lenders”), for $ 10.0 million. In September 2019, the Company replaced the 2017 Loan Agreement with a new $ 20.0 million term loan with the Lenders (the “2019 Loan Agreement”). The 2019 Loan Agreement extended the term of the credit facility until September 17, 2023 . Debt issuance costs for the 2019 Loan Agreement, including unamortized issuance costs for the 2017 Loan Agreement, were to be amortized to interest expense over the remaining term of the 2019 Loan Agreement using the effective-interest method. The interest rate under the 2019 Loan Agreement was the higher of (i) LIBOR plus 7.95 % or (ii) 10.18 % and there was an interest-only period until September 30, 2021. The rate at December 31, 2022 was 10.18 %. Pursuant to the 2019 Loan Agreement, the Company provided a first priority security interest in substantially all of the Company’s assets, including intellectual property, subject to certain exceptions. The Company entered into an Exit Agreement in connection with the 2019 Loan Agreement which provided for an aggregate payment of 4 % of the loan commitment, or $ 800,000 , to the lenders upon the occurrence of an exit event (the “Exit Fee”). The Company paid the Exit Fee during 2020 in conjunction with the Company’s public offering, which was deemed to be an exit event pursuant to the Exit Agreement. The 2019 Loan Agreement allowed the Company to voluntarily prepay all (but not less than all) of the outstanding principal at any time. A prepayment premium of 3 % or 1 % through the one-year anniversary and the two-year anniversary, respectively, would be assessed on the outstanding principal. After the two-year anniversary, a 0.5 % prepayment premium would be assessed on the outstanding principal. A final payment fee of $ 500,000 was due upon the earlier to occur of the maturity date or prepayment of such borrowings. In connection with the Oaktree Agreement, the Company paid off all unpaid borrowings under the 2019 Loan Agreement on October 13, 2022, including the $ 500,000 final fee and a prepayment premium of $ 46,000 . For the three months ended March 31, 2022, the Company recorded $ 87,000 related to the amortization of debt discount associated with the 2019 Loan Agreement. For the three months ended March 31, 2022, the Company recorded $ 34,000 related to the amortization of the final payment fee associated with the 2019 Loan Agreement. In an event of default under the 2019 Loan Agreement, the interest rate would have been increased by 5 % and the balance under the loan may have become immediately due and payable at the option of the lenders. The 2019 Loan Agreement included restrictions on, among other things, the Company’s ability to incur additional indebtedness, change the name or location of the Company’s business, merge with or acquire other entities, pay dividends or make other distributions to holders of its capital stock, make certain investments, engage in transactions with affiliates, create liens, sell assets or pay subordinated debt. As of March 31, 2023, future principal payments due under the Oaktree Agreement were as follows (in thousands): Year ended: December 31, 2023 $ — December 31, 2024 — December 31, 2025 2,500 December 31, 2026 10,000 December 31, 2027 37,500 Total $ 50,000 |