NOTES PAYABLE | 9. N OTES PAYABLE As of June 30, 2024 and December 31, 2023, the notes payable on the condensed consolidated balance sheets pertains to the 2022 Term Loan with MidCap Financial Trust and consists of the following (in thousands): June 30, 2024 December 31, 2023 Principal amount of notes payable $ 5,000 $ 5,000 Less: Current portion of notes payable — — Notes payable, net of current portion 5,000 5,000 Accrued interest — 100 Final debt payment liability 750 750 Debt discount and financing costs, net of accretion ( 472 ) ( 581 ) Notes payable, net of discount and current portion $ 5,278 $ 5,269 Accrued interest of $ 52 thousand was included in accounts payable as of June 30, 2024. 2022 Loan Agreements On August 9, 2022, the Company entered into (i) the 2022 Term Loan Agreement with MidCap Financial Trust, and (ii) the 2022 Revolving Loan Agreement, with MidCap Funding IV Trust. On June 30, 2023, the Company entered into an Amendment No. 2 to Credit, Security and Guaranty Agreement to amend the 2022 Loan Agreements (Amendment No. 2). The impact of Amendment No. 2 was to (i) increase the interest rate on the 2022 Term Loan, (ii) increase the interest rate floor on the 2022 Term Loan and the 2022 Revolving Loan, (iii) increase the exit fee, (iv), reset the prepayment penalty, (v) require the lender’s consent for activation of future incremental borrowings under the 2022 Term Loan Agreement, and (vi) reset the minimum net revenue covenant. The 2022 Term Loan Agreement, as amended, provides for a secured term loan facility in an aggregate principal amount of up to $ 30.0 million, comprised of (i) a tranche one term loan of up to $ 20.0 million (Tranche One), (ii) a tranche two term loan of up to $ 5.0 million (Tranche Two), and (iii) a tranche three term loan of up to $ 5.0 million (Tranche Three). Tranche Two and Tranche Three require MidCap's consent in order for the Company to draw down the additional borrowings. The 2022 Revolving Loan Agreement provides for a secured revolving loan facility in an aggregate principal amount of up to $ 10.0 million, subject to a borrowing base equal to percentages of eligible accounts receivable and inventory as determined in accordance with the 2022 Revolving Loan Agreement. The 2022 Term Loan and 2022 Revolving Loan mature on August 1, 2027 . Tranche One was fully funded on August 9, 2022 to pay transaction fees incurred in connection with the 2022 Loan Agreements and to repay in full the Company’s borrowings under its existing loan facility under the 2021 Loan Agreement with Silicon Valley Bank, with the remaining amount to be used be for general corporate purposes. Subject to certain terms and conditions of the 2022 Term Loan Agreement including MidCap's consent, Tranche Two was available between January 1, 2023, and September 30, 2023, following the Company’s achievement of specified milestones relating to minimum net revenues and minimum net cash proceeds from equity financing, but was not exercised. Subject to certain terms and conditions of the 2022 Term Loan Agreement including MidCap's consent, Tranche Three may become available between September 30, 2024, and March 31, 2025. The proceeds of Tranche Three, if available, may be used for working capital and general corporate purposes. As of September 30, 2023, the Company was not in compliance with certain minimum revenue covenants of the 2022 Term Loan Agreement. As a result of this non-compliance, MidCap had the ability to immediately call the balance of the loan, along with a 5.5 % exit fee and 3.0 % prepayment penalty, amounting to a total repayment obligation of approximately $ 21.7 million for the 2022 Term Loan, plus a $ 0.3 million prepayment penalty for the 2022 Revolving Loan. On November 24, 2023, the Company entered into Amendment No. 3 to the 2022 Loan Agreements (Amendment No. 3). The impact of Amendment No. 3 was to (i) repay $ 15.0 million in November 2023 under the 2022 Term Loan Agreement and (ii) grant MidCap a warrant to purchase 15,278 shares of common stock at an exercise price per share equal to the 10-day volume weighted average price of the Company's common stock immediately prior to the date of Amendment No. 3. In exchange for the Company doing the foregoing, MidCap (i) waived all existing defaults under the 2022 Loan Agreements, (ii) reset revenue covenants under the 2022 Term Loan Agreement, (iii) waived the prepayment penalty related to the $ 15.0 million repayment and reduced the prepayment penalty for the remaining outstanding balance under the 2022 Term Loan Agreement to 1 %, (iv) froze any future extensions of credit under the 2022 Revolving Loan Agreement and (v) reduced the exit fee payable upon complete repayment of amounts left outstanding at the end of term by $ 350,000 , with the remaining $ 750,000 of exit fees to be payable at maturity. The 2022 Term Loan, as amended, bears interest at a floating rate based on an adjusted term secured overnight financing rate (SOFR) plus 0.1 % (subject to a floor of 3.50 %) for a one-month interest period, plus a margin of 6.75 %. Interest on the 2022 Term Loan is payable monthly in arrears on the first day of each month and at maturity. For the six months ended June 30, 2024, the effective interest rate on outstanding borrowings was approximately 17.01 % . Following an initial interest-only period, beginning on August 1, 2025, the outstanding principal amount of the 2022 Term Loan is repayable in twenty-four equal monthly principal payments, with all remaining outstanding principal, together with all accrued and unpaid interest, due at maturity. The 2022 Term Loan, as amended, may be voluntarily prepaid in full, but not in part, at any time and are also subject to mandatory prepayments with the net proceeds of certain dispositions and casualty events, subject to specified thresholds and reinvestment rights. Prepayments are subject to prepayment premiums of 1.00 % of the amount prepaid. Once repaid, the 2022 Term Loan may not be reborrowed. The Company is also obligated to pay an exit fee equal to $ 750,000 and other customary fees for a credit facility of this size and type. The exit fee is being accrued through interest expense using the effective interest method. The Company may borrow, repay and reborrow the 2022 Revolving Loan until August 1, 2027, at which time the revolving commitments will terminate and all outstanding revolving loans, together with all accrued and unpaid interest, must be repaid. The proceeds of the 2022 Revolving Loan may be used for working capital needs and general corporate purposes. As of June 30, 2024 , no amount of the 2022 Revolving Loan was outstanding under the 2022 Revolving Loan Agreement. On November 24, 2023, MidCap froze any future extensions of credit under the 2022 Revolving Loan Agreement due to the event of default discussed above. The 2022 Revolving Loan would bear interest at a floating rate based on an adjusted term SOFR (subject to a floor of 1.50 %) for a one-month interest period, plus a margin of 3.00 %. Interest on the 2022 Revolving Loan would be payable monthly in arrears on the first day of each month and at maturity. Prior to November 24, 2023, the Company was obligated to pay an unused line fee equal to 0.50 % per annum on the unused portion of the available revolving commitments, a fee for failure to maintain a minimum balance under the 2022 Revolving Loan Agreement, and other customary fees for a credit facility of this size and type. The obligations of the Company and any future guarantors under the 2022 Loan Agreements are secured by liens on substantially all of the Company's assets. The 2022 Loan Agreements, as amended, require the Company to comply with (i) a minimum net revenue covenant and (ii) a minimum cash covenant, which requires certain unrestricted cash to be greater than or equal to $ 7.0 million at all times. The 2022 Loan Agreements, as amended, contain customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries, among other things, to incur debt, grant liens, make distributions, enter certain restrictive agreements, pay or modify subordinated debt, dispose of assets, make investments and acquisitions, enter into certain transactions with affiliates, and undergo certain fundamental changes, in each case, subject to limitations and exceptions set forth in the 2022 Loan Agreements. The 2022 Loan Agreements, as amended, contain customary events of default that include, among other things, certain payment defaults, cross defaults to certain other contracts and indebtedness, covenant defaults, inaccuracy of representations and warranties, bankruptcy and insolvency defaults, judgment defaults, change of control defaults, defaults related to the failure to remain registered with the SEC and listed for trading on the Nasdaq Stock Market, and a material adverse change default. Upon the occurrence and during the continuance of an event of default under the 2022 Loan Agreements, as amended, the respective administrative agent, if requested by the respective lenders, may, among other things, (i) suspend or terminate commitments, as well as obligations of the relevant administrative agent and lenders, (ii) declare all outstanding obligations under the applicable agreement (including principal and accrued and unpaid interest) immediately due and payable, and (iii) exercise the other rights and remedies provided for under the applicable agreement. The 2022 Loan Agreements provide that, under certain circumstances, a default interest rate will apply on all obligations under such agreement during the existence of an event of default, at a per annum rate equal to 2.0% above the applicable interest rate. The Company bifurcated a derivative liability related to the acceleration clause triggered upon an event of default (contingent put option) under the 2022 Term Loan Agreement. The contingent put option liability is classified as a derivative liability on the consolidated balance sheet. As of June 30, 2024, the estimated fair value of the contingent put option liability was $ 36 thousand, which was determined by using a risk-neutral valuation model wherein the fair value of the underlying debt facility is estimated, both with and without the presence of the default provisions, holding all other assumptions constant (Note 3). As of June 30, 2024, the estimated future principal payments due were as follows (Note 19): June 30, 2024 Estimated future principal payments due 2024 $ — 2025 1,042 2026 2,500 2027 1,458 Total $ 5,000 |