Financial Liabilities | 9. Financial Liabilities Perceptive Financing The following table presents the fair value of the Company's debt balance as of September 30, 2024 (in thousands): September 30, Par value of the term loan $ 50,000 Initial fair value adjustment ( 1,855 ) Fair value of the term loan at issuance 48,145 Change in fair value of the term loan 2,954 Total fair value of the term loan $ 51,099 On the Closing Date, the Company entered into the Credit Agreement. The Credit Agreement establishes a $ 75.0 million term loan facility, consisting of (i) $ 50.0 million funded on the Closing Date ("Tranche A Loan") and (ii) subject to satisfaction of certain conditions, $ 25.0 million (together with the Tranche A Loan, collectively, the "Term Loan") that the Company may borrow in a single borrowing on or prior to March 31, 2026. Borrowings under the Term Loan bear interest at a rate per annum equal to the one-month term SOFR (subject to a 3.25 % floor), plus an applicable margin of 6.75 %, payable monthly in arrears. There will be no scheduled repayments of outstanding principal on the Term Loan prior to August 9, 2029 (the “Maturity Date”). The Company may voluntarily prepay the outstanding Term Loan, subject to a yield protection premium equal to (i) 5.0 % of the principal amount of the Term Loan prepaid, if prepaid on or prior to the first anniversary of the Closing Date, (ii) 3.0 % of the principal amount of the Term Loan if prepaid after the first anniversary of the Closing Date through and including the second anniversary of the Closing Date, (iii) 1.0 % of the principal amount of the Term Loan if prepaid after the second anniversary of the Closing Date through and including the third anniversary of the Closing Date, with no prepayment premium due after the third anniversary of the Closing date through the Maturity Date. On the Closing Date, the Company was required to issue to the Lenders of such Term Loan warrants to purchase 300,000 of shares of the Company’s common stock, in the aggregate (the “ Warrant”), at an exercise price of $ 4.5902 . Upon the completion of the sale of common stock on August 13, 2024 (Note 10), the exercise price of the warrants was adjusted to $ 4.00 according to the terms of the agreement. 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 residual method, and is recorded as an increase to additional paid-in-capital on the consolidated statement of stockholder’s equity in the amount of $ 1.6 million. 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 $ 4.33 , the exercise price per warrant equal to $ 4.00 , the expected volatility of 87.5 %, the risk-free interest rate of 3.83 %, the contractual term of 6 years and the absence of a dividend. The Warrant is immediately exercisable, and the exercise period will expire 6 years from the date of issuance. In addition to the Warrant, the Company will be required to issue to the Lenders warrants to purchase 200,000 of shares of the Company's common stock (the "Tranche B Warrant") upon the draw down of the second tranche of the Term Loan on or prior to March 31, 2026. These warrants were accounted for using the residual method and were recorded on a relative fair value basis, resulting in an increase to additional paid-in capital on the consolidated statement of stockholder's equity in the amount of $ 0.2 million. 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 $ 4.33 , the exercise price per warrant equal to $ 4.00 , the expected volatility of 82.5 %, the risk-free interest rate of 3.87 %, the contractual term of 7.64 years and the absence of a dividend. The Tranche B Warrant will expire 6 years from the date of issuance. The Company's obligations under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) will be guaranteed by any domestic subsidiaries of ours that become Guarantors (as defined in the Credit Agreement), subject to certain exceptions. The Borrowers’ and the Guarantors’ (collectively, the “Loan Parties” ) respective obligations under the Credit Agreement and the other Loan Documents are secured by first priority security interests in substantially all assets of the Loan Parties, subject to certain customary thresholds and exceptions. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants, including financial covenants requiring the Company to (i) maintain certain levels of cash and cash equivalents in accounts subject to a control agreement in favor of the Agent of at least $ 5.0 million at all times after the Closing Date and (ii) meet minimum quarterly net sales targets described in the Credit Agreement. In addition, the Credit Agreement contains customary events of default that entitle the Agent to cause the Company's indebtedness under the Credit Agreement to become immediately due and payable, and to exercise remedies against the Loan Parties and the collateral securing the Term Loan, including cash. Under the Credit Agreement, an event of default will occur if, among other things, the Company fails to make payments under the Credit Agreement (subject to specified periods), the Company or its subsidiaries breach any of the covenants under the Credit Agreement (subject to specified cure periods with respect to certain breaches), a material adverse change occurs, the Company, its subsidiaries or its respective assets become subject to certain legal proceedings, such as bankruptcy proceedings, the Company and/or its subsidiaries are unable to pay its debts as they become due or default on contracts with third parties which would permit the holder of indebtedness in excess of a certain threshold to accelerate the maturity of such indebtedness or that could cause a material adverse change. Upon the occurrence and for the duration of an event of default, an additional default interest rate equal to 3.0 % per annum may apply to all obligations owed under the Credit Agreement. On the Closing Date, the Company also entered into the Revenue Purchase and Sale Agreement with the Purchaser. Under the Revenue Purchase and Sale Agreement, in exchange for the Purchaser's payment to the Company of a purchase price of up to $ 50.0 million, in the aggregate, the Company has agreed to sell to the Purchaser its right to receive payment in full of a tiered single digit percentage of net sales of FUROSCIX. The initial sale of the Revenue Payment under the Revenue Purchase and Sale Agreement in the amount of $ 25.0 million took place on the Closing Date. The Purchaser’s right to receive the Revenue Payment terminates and the Company no longer has the obligation to pay Purchaser Revenue Payments once the Purchaser receives 200.0 % (subject to reductions on September 30, 2027 and September 30, 2029 depending on the amount of Revenue Payments received by such dates) of the Purchase Price. The Company may also buy-out the Purchaser’s rights to receive the Revenue Payments by paying Purchaser a tiered multiple on the Purchaser Price. The Revenue Purchase and Sale Agreement contains various representations and warranties, including with respect to organization, authorization, and certain other matters, certain covenants with respect to payment, reporting, intellectual property, in-licenses, out-licenses, and certain other actions, indemnification obligations and other provisions customary for transactions of this nature. Certain conversion and redemption features of the Perceptive Financing would typically be considered derivatives that would require bifurcation. In lieu of bifurcating various features in the agreements, the Company has elected the fair value option for the Perceptive Financing and will record the changes in the fair value within the accompanying condensed consolidated statements of operations at the end of each reporting period. The initial fair value of the Term Loan and the Revenue Purchase and Sale Agreement were $ 48.1 million and $ 25.0 million, respectively. As of September 30, 2024 , the fair value of the Term Loan and the Revenue Purchase and Sale Agreement were $ 51.1 million and $ 26.8 million, respectively. Refer to Note 8 , “Fair Value of Financial Instruments” for additional details regarding the fair value measurement. In conjunction with the closing of the Perceptive Financing, the Company used a portion of the proceeds to prepay all outstanding loans under the Oaktree Agreement, including the exit fee, on the Closing Date. Oaktree Agreement The following table presents the carrying value of the Company's debt balance as of December 31, 2023 (in thousands): December 31, Face value $ 50,000 Discount ( 11,189 ) Total 38,811 Less: current portion — Long-term portion $ 38,811 On October 13, 2022 (“Oaktree 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. 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 was amortized 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 contractual 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 required 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. 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 involved significant Level 3 inputs and assumptions including an estimated probability and timing of a change in control. The initial recognition of the embedded derivative liability upon issuance of the Term Loan was $ 8.9 million. Prepayments of the term loan, in whole or in part, were subject to a prepayment fee. The Company was 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. In connection with the Credit Agreement, the Company paid off all unpaid borrowings under the Oaktree Agreement on August 9, 2024, including the $ 1.0 million exit fee and a prepayment premium of $ 2.6 million. For the three months ended September 30, 2023 and 2024, the Company recorded $ 521,000 and $ 276,000 related to the amortization of the debt discount associated with the Oaktree Agreement, respectively. For the nine months ended September 30, 2023 and 2024, the Company recorded $ 1.5 million and $ 1.5 million related to the amortization of the debt discount associated with the Oaktree Agreement, respectively. For the three months ended September 30, 2023 and 2024, the Company recorded $ 38,000 and $ 20,000 related to the amortization of the exit fee associated with the Oaktree Agreement, respectively. For the nine months ended September 30, 2023 and 2024, the Company recorded $ 108,000 and $ 107,000 related to the amortization of the exit fee associated with the Oaktree Agreement, respectively. |