Notes Payable | Note 9. Notes Payable Our long-term debt, net of original issue discount and unamortized debt issuance costs, as of June 30, 2022 and December 31, 2021 was as follows: Stated June 30, December 31, (in thousands, except interest rates) Interest Rate 2022 2021 Notes payable: Maryland Department of Housing & Community Development 8.00 % $ 634 $ 614 Maryland Department of Housing & Community Development 6.00 % 694 — Advance Cecil, Inc. 8.00 % 126 122 Avenue Venture Opportunities Fund, L.P. 11.35 % 20,000 20,000 21,454 20,736 Accrued and unpaid interest 2 — Less unamortized debt issuance costs and original issue discounts ( 1,196 ) ( 1,654 ) Less convertible notes payable, net of unamortized debt discount and issuance costs ( 4,709 ) ( 4,598 ) Total notes payable $ 15,551 $ 14,484 Maryland Loans In February 2019, we entered into a loan agreement (the “2019 MD Loan”) with the Department of Housing and Community Development (“DHCD”), a principal department of the State of Maryland. The agreement provides for a term loan of $ 0.5 million bearing simple interest at an annual rate of 8.00 % . We are subject to affirmative and negative covenants until maturity, including providing information about the Company and our operations; limitations on our ability to retire, repurchase, or redeem our common or preferred stock, options, and warrants other than per the terms of the securities; and limitations on our ability to pay dividends of cash or property. There are no financial covenants associated with the 2019 MD Loan. We are not in violation of any covenants. The 2019 MD Loan established “Phantom Shares” at issuance based on 119,907 shares of Common Stock. Repayment of the full balance is due on February 22, 2034, with the repayment amount and carrying value equal to the greater of the balance of principal plus accrued interest or the value of the Phantom Shares. The value of the Phantom Shares is based on the closing price of our Common Stock on Nasdaq at the end of each reporting period. As of June 30, 2022 and December 31, 2021, the note was recorded at principal plus accrued interest in the condensed consolidated balance sheets. We recognized interest expense of $ 10,000 and $ 20,000 for the three and six months ended June 30, 2022, respectively; and interest income (expense) of $ 0.2 million and $( 0.3 ) million for the three and six months ended June 30, 2021, respectively. In May 2022, we entered into a loan agreement (the “2022 MD Loan”) with DHCD which provides for a term loan of up to $ 3.0 million bearing simple interest at an annual rate of 6.00 % for the purchase of certain personal property (the “Assets”) related to the production of pharmaceutical drugs. As of June 30, 2022, we had drawn $ 0.7 million under the term loan, with the remainder available upon our submission of disbursement requests to purchase the Assets. The 2022 MD Loan matures on July 1, 2027 (the “Maturity Date”). The first twelve payments, commencing on July 1, 2022, are deferred. Immediately thereafter, there shall be eighteen monthly installments of interest-only based on the actual amount advanced under the loan, each up to a maximum amount of $ 15,000 ; followed by thirty monthly installments of principal and interest, each in the amount of $ 33,306 , which is due and payable even if the entire loan has not been advanced prior to the date such monthly payment is due and payable, with a balloon payment of all accrued and unpaid interest and principal due on the Maturity Date. We recorde d $ 31,000 of debt issuance costs that are being amortized over the contractual term using the effective interest method. Pursuant to the 2022 MD Loan, DHCD was granted a continuing security interest in the Assets as collateral. Under a priority of liens agreement by and between DHCD and Avenue, an existing secured creditor of the Company, DHCD’s continuing security interest in the Assets shall be a first priority lien. As of June 30, 2022, the note was recorded at amortized cost, which approximated fair value. We recognized interest expense of $ 2,000 and $ 2,000 for the three and six months ended June 30, 2022, respectively. Cecil County Loan In April 2019, we entered into a loan agreement (the “2019 Cecil Loan”) with Advance Cecil Inc., a non-stock corporation formed under the laws of the state of Maryland. The agreement provides for a term loan of $ 0.1 million bearing simple interest at an annual rate of 8.00 % . We are subject to affirmative covenants until maturity, including providing information about the Company and our operations. There are no financial covenants associated with the 2019 Cecil Loan. We are not in violation of any covenants. The 2019 Cecil Loan established “Phantom Shares” at issuance based on 23,981 shares of Common Stock. Repayment of the full balance is due on April 30, 2034, with the repayment amount and carrying value equal to the greater of the balance of principal plus accrued interest or the value of the Phantom Shares. The value of the Phantom Shares is based on the closing price of our Common Stock on Nasdaq at the end of each reporting period. As of June 30, 2022 and December 31, 2021, the note was recorded at principal plus accrued interest in the condensed consolidated balance sheets. We recognized interest expense of $ 2,000 and $ 4,000 for the three and six months ended June 30, 2022, respectively; and interest income (expense) of $ 36,000 and $( 54,000 ) for the three and six months ended June 30, 2021, respectively. PPP Loan In May 2020, we entered into a note payable in the amount of $ 0.6 million (the “PPP Loan”) under the Paycheck Protection Program of the CARES Act. The Paycheck Protection Program permits forgiveness of amounts loaned for payments of payroll and other qualifying expenses, subject to certain conditions. In January 2021, the full balance of the PPP Loan was forgiven and we recorded a gain on extinguishment of notes payable for the six months ended June 30, 2021. Avenue Loan In May 2021, we entered into a loan agreement (the “2021 Avenue Loan”) with Avenue. The agreement provides for a 42-month term loan of up to $ 30.0 million . The first tranche is $ 20.0 million (“Tranche 1”), of which $ 15.0 million was funded at close and $ 5.0 million was funded in September 2021. We incurred issuance costs of $ 0.6 million of which $ 46,951 was expensed immediately. The remaining unfunded tranche of $ 10.0 million (“Tranche 2”) is available until December 31, 2022. Funding of Tranche 2 is subject to (a) our receipt of $ 5.0 million financing through the state of Maryland; (b) our achievement of a statistically significant result in certain clinical trials (“Performance Milestone 1”); (c) our receipt of net proceeds of at least $ 30.0 million from the sale and issuance of our equity securities between May 2, 2021 and December 31, 2022; and (d) mutual agreement of us and Avenue. The 2021 Avenue Loan bears interest at a variable rate equal to the sum of (i) the greater of (a) the prime rate or (b) 3.25%, plus (ii) 6.60%. As of June 30, 2022 and December 31, 2021, the interest rate was 11.35 % and 9.85 % , respectively. Payments are interest-only for the first 12 months and have been extended an additional 12 months (the “First Interest-only Period Extension”) based on our achievement of Performance Milestone 1. Payments may be extended up to 36 months if we (i) achieve the First Interest-only Period Extension and (b) draw from Tranche 2. The loan principal will amortize equally from the end of the interest period to the expiration of the 42-month term on December 1, 2024. On the maturity date, an additional payment equal to 4.25% of the funded loans, currently equal to $ 0.9 million (the “Final Payment”), is due in addition to the remaining unpaid principal and accrued interest. The Final Payment was recorded as a debt premium and is being amortized over the contractual term using the effective interest method. The Final Payment is related to the loan host and is not bifurcated pursuant to ASC 815. We are subject to affirmative and negative covenants until maturity in the absence of prepayments, including providing information about the Company and our operations; limitation on our ability to retire, repurchase, or redeem our Common Stock, options, and warrants other than per the terms of the securities; and limitations on our ability to pay dividends of cash or property. Also pursuant to the 2021 Avenue Loan, we are required to maintain unrestricted cash and cash equivalents of at least $ 5.0 million, provided that upon our (i) achievement of Performance Milestone 1, and (ii) receiving of net proceeds of at least $ 30.0 million from the sale and issuance of our equity securities, we shall no longer be subject to financial covenants. We are not in violation of any covenants. Avenue also has the ability to make all obligations under the 2021 Avenue Loan immediately due and payable upon occurrence of certain events of default or material adverse effects, as outlined in the loan agreement. The 2021 Avenue Loan is collateralized by substantially all of our assets other than intellectual property, including our capital stock and the capital stock of our subsidiaries, in which Avenue is granted a continuing security interest. Pursuant to the agreement, we granted Avenue a warrant to purchase 115,851 shares of Common Stock (the “Avenue Warrant”) at an exercise price of $ 8.63 per share. Upon the funding of Tranche 2, the Avenue Warrant shall be adjusted to include an additional estimated 245,832 shares of Common Stock, which is equal to 5% of the principal amount of Tranche 2, divided by the five (5)-day VWAP per share as of the end of trading on the last trading day before the issuance of Tranche 2. We accounted for the Tranche 2 contingently-issuable warrant at inception of the 2021 Avenue Loan in accordance with ASC 815 and the fair value and issuable shares are remeasured at each reporting period. Avenue has the right, in its discretion, but not the obligation, at any time between May 21, 2022 through May 21, 2024, while the loan is outstanding, to convert up to $ 5.0 million of principal into Common Stock (the “Conversion Feature”) at a price per share equal to 120 % of the Avenue Warrant exercise price. Exercise of the Conversion Feature is subject to certain minimum price and volume conditions of our Common Stock on Nasdaq. The Conversion Feature did not meet the requirements for separate accounting and is not accounted for as a derivative instrument. The number of shares of Common Stock potentially issuable upon conversion is 482,703 shares. We classified $ 5.0 million of the 2021 Avenue Loan as convertible notes payable as of June 30, 2022 and December 31, 2021, with unamortized debt discount and issuance costs of $ 0.3 million and $ 0.4 million , respectively. For the three and six months ended June 30, 2022, we recognized (i) total interest expense of $ 0.2 million and $ 0.4 million , respectively; (ii) coupon interest expense of $ 0.1 million and $ 0.3 million , respectively; and (iii) amortization of debt discount and issuance costs of $ 0.1 million and $ 0.1 million , respectively; and the effective interest rate was 16.95 % . For the three and six months ended June 30, 2021, we recognized (i) total interest expense of $ 0.1 million and $ 0.1 million , respectively; (ii) coupon interest expense of $ 0.1 million and $ 0.1 million , respectively; and (iii) amortization of debt discount and issuance costs of $ 23,000 and $ 23,000 , respectively; and the effective interest rate was 17.93 % . The net proceeds from the issuance of the loan were initially allocated to the warrant at an amount equal to their fair value of $ 1.5 million and the remainder to the loan. The allocation of incurred financing costs of $ 0.5 million , which together with the fair value of the Avenue Warrant and the Final Payment, are recorded as a debt discount and debt premium, respectively, and are being amortized over the contractual term using the effective interest method. We recognized interest expense of $ 0.7 million and $ 1.5 million for the three and six months ended June 30, 2022, respectively; and interest expense of $ 0.2 million and $ 0.2 million for the three and six months ended June 30, 2021, respectively. Future payments under the 2021 Avenue Loan, net of unamortized debt discounts, if Avenue does not exercise the Conversion Feature, and under the 2022 MD Loan, net of unamortized debt discounts, are as follows: (in thousands) 2021 Avenue Loan 2022 MD Loan 2022 (remainder) $ — $ — 2023 6,667 — 2024 13,333 — 2025 — 368 2026 — 326 2027 — — Thereafter — — Subtotal of future principal payments 20,000 694 Accrued and unpaid interest — 2 Less unamortized debt issuance costs and original issue discounts ( 1,166 ) ( 30 ) Total $ 18,834 $ 666 |