Borrowings | Borrowings The Company’s debt obligations at carrying value consist of the following related and third-party borrowings: September 30, 2023 December 31, 2022 Maturity Date Borrowing Outstanding Carrying Value* Borrowing Outstanding Carrying Value* 2021 Convertible Notes Payable June 2026 $ 112,442 $ 90,169 $ 109,167 $ 82,950 Senior Secured Term Loan March 2026 100,000 84,537 100,000 81,616 AFG Convertible Note June 2026 15,390 26,091 — — Equipment financing facility April 2026 6,467 6,467 8,577 8,577 Yorkville Convertible Promissory Note June 2023 — — 2,000 2,688 Total borrowings 234,299 207,264 219,744 175,831 Current portion 3,211 3,211 5,560 5,560 Total borrowings, non-current $ 231,088 $ 204,053 $ 214,184 $ 170,271 * Carrying value includes unamortized deferred financing costs, unamortized discounts, and fair value of embedded derivative liabilities. Yorkville Convertible Promissory Notes - Related Party On December 29, 2022, the Company issued and sold a convertible promissory note (the “December 2022 Promissory Note”) with an aggregate principal amount of $2,000 in a private placement to Yorkville under a second supplemental agreement to the SEPA (the “Second Supplemental Agreement”). In January 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 1,953,612 shares of common stock to Yorkville to offset all outstanding amounts owed to Yorkville under the December 2022 Promissory Note. On February 1, 2023, the Company issued a convertible promissory note (the “February 2023 Promissory Note”) with an aggregate principal amount of $5,000 in a private placement to Yorkville under the Second Supplemental Agreement. The fair value of the February 2023 Promissory Note at issuance was $5,887, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the February 2023 Promissory Note over the proceeds received as interest expense in the amount of $987, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). In February 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 3,879,706 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the February 2023 Promissory Note. On March 17, 2023, the Company issued a convertible promissory note (the “March 2023 Promissory Note”) with an aggregate principal amount of $15,000 in a private placement to Yorkville under a third supplemental agreement to the SEPA. The fair value of the March 2023 Promissory Note at issuance was $20,665, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the March 2023 Promissory Note over the proceeds received as interest expense in the amount of $5,965, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). In March and April 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 8,641,918 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the March 2023 Promissory Note. On April 10, 2023, the Company issued a convertible promissory note (the “April 2023 Promissory Note”) with an aggregate principal amount of $15,000 in a private placement to Yorkville under a fourth supplemental agreement to the SEPA. The fair value of the April 2023 Promissory Note at issuance was $25,319, which was greater than the proceeds received. As such, the Company recorded the excess of fair value of the April 2023 Promissory Note over the proceeds received as interest expense in the amount of $10,619, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). During the second quarter of 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 8,471,793 shares of common stock to Yorkville, in order to offset all outstanding amounts owed to Yorkville under the April 2023 Promissory Note. The Company recognized a loss on debt extinguishment from the issuance of common stock from the Yorkville Convertible Promissory Notes of $3,510 for the nine months ended September 30, 2023, which is reflected in the unaudited condensed consolidated statements of operations and comprehensive income (loss). On August 23, 2023, the Company and Yorkville terminated the SEPA, as amended, by mutual written consent. At the time of termination, there were no outstanding borrowings, advance notices or shares of Common Stock to be issued under the SEPA. In addition, there were no fees due by the Company or Yorkville in connection with the termination of the SEPA. Embedded derivatives- Yorkville Convertible Promissory Notes - Related party The conversion feature for each of the Yorkville Convertible Promissory Notes discussed above did not qualify for the scope exception to derivative accounting, therefore bifurcation was required for each issuance. Upon extinguishment of each Yorkville Promissory Note, the embedded derivatives were adjusted to fair value. This remeasurement resulted in net gains of $6,922 for the nine months ended September 30, 2023, which is included in (loss) gain on change in fair value of derivatives - related party on the unaudited condensed consolidated statements of operations and comprehensive income (loss). At September 30, 2023, there were no outstanding Yorkville Convertible Notes. 2021 Convertible Notes Payable – Related Party On July 6, 2021, the Company entered into an investment agreement with Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc. The investment agreement provides for the issuance and sale to Koch Industries of the 2021 Convertible Notes in the aggregate principal amount of $100,000. The maturity date of the 2021 Convertible Notes is June 30, 2026, subject to earlier conversion, redemption, or repurchase. See Note 14, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of September 30, 2023 and as of December 31, 2022. As of September 30, 2023 and December 31, 2022, the fair value of the embedded conversion feature was $786 and $918, respectively. The gain (loss) from the change in fair value of the embedded derivative conversion feature for the three months ended September 30, 2023 and 2022 amounted to $3,190 and $(369) and for the nine months ended September 30, 2023 and 2022 amounted to $248 and $11,304, respectively. Interest expense recognized on the 2021 Convertible Notes is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Contractual interest expense $ 1,686 $ 1,590 $ 4,960 $ 4,677 Amortization of debt discount 1,365 1,065 3,822 2,532 Amortization of debt issuance costs 132 104 371 281 Total $ 3,183 $ 2,759 $ 9,153 $ 7,490 The balances for the 2021 Convertible Notes are as follows: September 30, 2023 December 31, 2022 Principal $ 112,442 $ 109,167 Unamortized debt discount (21,027) (24,733) Unamortized debt issuance costs (2,032) (2,402) Embedded conversion feature 786 918 Aggregate carrying value $ 90,169 $ 82,950 The Company is obligated to repay all contractual interest attributable to the 2021 Convertible Notes in-kind on a semi-annual basis, in accordance with the terms under the Senior Secured Term Loan. Therefore, as of September 30, 2023, and December 31, 2022, interest payable attributable to the 2021 Convertible Notes was $1,686 and $0, respectively. AFG Convertible Notes - Related Party On January 18, 2023, the Company entered into the Investment Agreement with the Purchasers relating to the issuance and sale to the Purchasers of $13,750 in aggregate principal amount of the Company’s AFG Convertible Notes. Contractual Interest Rates - The AFG Convertible Notes bear interest at a rate of 26.5% per annum, which is entirely paid-in-kind. All interest payments are made through an increase in the principal amount of the outstanding AFG Convertible Notes or through the issuance of additional notes (such interest is referred to herein as “PIK Interest”). Interest on the AFG Convertible Notes is payable semi-annually in arrears on June 30 and December 30, commencing on June 30, 2023. It is expected that the Notes will mature on June 30, 2026, subject to earlier conversion, redemption or repurchase. Conversion Rights - The AFG Convertible Notes are convertible at the option of the holder (the “Conversion Option”) at any time until the business day prior to the maturity date, including in connection with a redemption by the Company. The AFG Convertible Notes are convertible into shares of the Company’s common stock, par value $0.0001 per share, based on an initial conversion price of approximately $1.67 per share subject to customary anti-dilution and other adjustments. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof. Optional Redemption - On or after June 30, 2024, provided that the Company has obtained stockholder approval, the AFG Convertible Notes are redeemable by the Company in the event that the closing sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice. The redemption price will be equal to the then current principal amount of the AFG Convertible Notes (inclusive of all PIK Interest), plus the aggregate amount of all interest payments on the AFG Convertible Notes that the holders of the AFG Convertible Notes to be redeemed would have been entitled to receive had the AFG Convertible Notes remained outstanding to the maturity date. Contingent Redemption - With certain exceptions, upon the occurrence of certain events and fundamental changes described in the AFG Convertible Notes Agreement, the holders of the AFG Convertible Notes may require that the Company repurchase all or part of the principal amount of the AFG Convertible Notes at a purchase price of 100% of the principal amount of the AFG Convertible Notes, plus accrued and unpaid interest. Embedded Derivative - The Conversion Option includes an exercise contingency, which requires the Company to obtain shareholder approval for conversions subject to the Exchange Cap. If shareholder approval is not obtained, following commercially reasonable efforts, the Company will be required to settle the conversion in excess of the Exchange Cap in cash. Since settlement in cash may be required in absence of shareholder approval, the embedded conversion feature fails the equity classification guidance in ASC 815 and is thus precluded from being classified in equity. Therefore, the embedded conversion feature is required to be bifurcated from the AFG Convertible Notes and accounted for at fair value at each reporting date, with changes in fair value recognized on the unaudited condensed consolidated statements of operations and comprehensive income (loss). The embedded derivative is presented on the unaudited condensed consolidated balance sheet as a component of Convertible notes payable - related party. The fair value of the embedded derivative was $14,583 at September 30, 2023. The gain (loss) from the change in fair value of the embedded derivative for the three and nine months ended September 30, 2023 amounted to $24,208 and $(8,132), respectively. See Note 14, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of September 30, 2023 and as of the date of issuance. The fair value of the AFG Convertible Notes at issuance was $16,623, which was greater than the proceeds received. The Company recorded the difference of $2,873 as interest expense on the unaudited condensed consolidated statement of operations and comprehensive income (loss). Interest expense recognized on the AFG Convertible Notes is as follows: Three Months Ended Nine Months Ended September 30, 2023 Contractual interest expense $ 1,020 $ 2,659 Amortization of debt discount 192 550 Amortization of debt issuance costs 54 155 Total $ 1,266 $ 3,364 The balance for the AFG Convertible Notes is as follows: September 30, 2023 Principal $ 15,390 Unamortized debt discount (3,028) Unamortized debt issuance costs (854) Embedded conversion feature 14,583 Aggregate carrying value $ 26,091 The Company is obligated to repay all contractual interest attributable to the AFG Convertible Notes in-kind on a semi-annual basis, in accordance with the terms of the Investment Agreement. Therefore, as of September 30, 2023, interest payable attributable to the AFG Convertible Notes was $1,020. Senior Secured Term Loan On July 29, 2022, the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC., as administrative agent for the lenders and collateral agent for the secured parties. As of September 30, 2023, the Company had total borrowings of $100,000 under the Senior Secured Term Loan. The Senior Secured Term Loan is scheduled to mature on the earlier of (i) July 29, 2026, and (ii) 91 days prior to the current maturity date of the 2021 Convertible Notes of June 30, 2026. The Company has the right at any time to prepay any Borrowing in whole or in part in an amount of not less than $500. The outstanding principal balance of the Senior Secured Term Loan bears interest, at the applicable margin plus, at the Company’s election, either (i) the benchmark secured overnight financing rate (“SOFR”), which is a per annum rate equal to (y) the Adjusted Term SOFR (as defined in the agreement) plus 0.2616%, or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (x) the Prime Rate (as defined in the agreement), (y) the NYFRB Rate (as defined in the agreement) plus 0.5% and (z) the SOFR. The applicable margin under the Credit Agreement is 8.5% per annum with respect to SOFR loans, and 7.5% per annum with respect to ABR loans. Interest on the Senior Secured Term Loan accrues at a variable interest rate, and interest payments are due quarterly. The Company may elect to convert SOFR Loans to ABR (and ABR Loans to SOFR). As of September 30, 2023, the interest rate in effect for the Senior Secured Term Loan for the third quarter of 2023 interest payment was 14.00%. Any repayment of principal prior to the second anniversary of the issuance date is subject to a call premium. The call premium is equal to the present value of all interest payments due through June 30, 2024, calculated using a discount rate equal to the applicable treasury rate as of the repayment date plus 50 basis points. The Company deemed that the fair value of the embedded derivative features which qualify for bifurcation was de minimis. Concurrently, the Company entered into a Guarantee and Collateral Agreement which secures and guarantees the Senior Secured Term Loan with substantially all the assets of the Company and its subsidiaries, other than the Company’s equity interests in Hi-Power and assets of Hi-Power. Additionally, interest is required to be escrowed in an amount equal to the aggregate amount of the four immediately following interest payments owed on the Loans which was $11,652 at September 30, 2023. This escrowed and restricted cash is presented on a separate line item on the unaudited condensed consolidated balance sheets as long-term restricted cash. The agreements also contain customary affirmative and negative covenants. They limit the Company’s and its subsidiaries’ ability to incur indebtedness, make restricted payments, including cash dividends on its common stock, make certain investments, loans and advances, enter into mergers and acquisitions, sell, assign, transfer or otherwise dispose of its assets, enter into transactions with its affiliates and engage in sale and leaseback transactions, among other restrictions. Furthermore, the limitation on the Company’s ability to incur indebtedness also requires payment of principal and interest in kind on the 2021 Convertible Notes. While the Company was in compliance with this covenant as of September 30, 2023 and currently expects to remain in compliance as of December 31, 2023, absent the Company’s ability to secure additional outside capital, the Company may be unable to remain in compliance with this covenant beginning on March 31, 2024 and thereafter (see Note 1, Overview for further discussion). The following table summarizes interest expense recognized: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Contractual interest expense $ 3,540 $ 1,861 $ 10,366 $ 1,861 Amortization of debt discount 105 53 297 53 Amortization of debt issuance costs 929 495 2,624 495 Total $ 4,574 $ 2,409 $ 13,287 $ 2,409 The Senior Secured Term Loan balance is as follows: September 30, 2023 December 31, 2022 Principal $ 100,000 $ 100,000 Unamortized debt discount (1,569) (1,866) Unamortized debt issuance costs (13,894) (16,518) Aggregate carrying value $ 84,537 $ 81,616 Equipment Financing facility The Company entered into an agreement on September 30, 2021 with Trinity Capital Inc. (“Trinity”) for a $25,000 equipment financing facility, the proceeds of which will be used to acquire certain manufacturing equipment, subject to Trinity’s approval. Each draw is executed under a separate payment schedule (a “Schedule”) that constitutes a separate financial instrument. The financing fees included in each Schedule are established through monthly payment factors determined by Trinity. Such monthly payment factors are based on the Prime Rate reported in The Wall Street Journal in effect on the first day of the month in which a Schedule is executed. The Company has drawn a portion of the facility as follows: Date of Draw Gross Amount of Initial Draw Coupon Interest Rate Debt Issuance Costs September 2021 $ 7,000 14.3% $ 175 September 2022 4,216 16.2% 96 Total Equipment Financing loans $ 11,216 $ 271 On September 30, 2022, the equipment facility’s unused commitment of $13,784 expired. As of September 30, 2023 and December 31, 2022, total equipment financing debt outstanding was $6,467 and $8,577, respectively of which $3,211 and $2,872 are recorded as a current liability on the unaudited condensed consolidated balance sheets, respectively. The Company recognized $265 and $190 for the three months ended September 30, 2023 and 2022, and $874 and $615 for the nine months ended September 30, 2023 and 2022 as interest expense attributable to the equipment financing agreement, respectively. |