Debt | 7. Debt Long Term Debt Long-term debt consisted of the following at the end of each period presented. September 30, June 30, 2024 2024 (in thousands) August 2022 Notes $ 68,955 $ 65,671 June 2024 Notes 6,108 6,000 September 2024 Notes 6,000 — Vehicle notes payable 98 108 Total debt 81,161 71,779 Current portion of debt 42 42 Long-term debt 81,119 71,737 Unamortized convertible note discount ( 5,525 ) ( 4,035 ) Unamortized debt issuance costs ( 3,163 ) ( 2,871 ) Long-term debt, net $ 72,431 $ 64,831 As further discussed below, on September 16, 2024, the Company issued an additional $ 6.0 million aggregate principal amount of September 2024 Notes. Additionally, on August 15, 2024, the Company elected to issue additional notes as payment for $ 3.4 million of interest accrued during the period from February 16, 2024 through August 15, 2024. Interest expense consisted of the following for each period presented. Three months ended September 30, 2024 2023 (in thousands) Convertible Notes interest $ 1,859 $ 940 Vehicle notes payable interest 1 1 Amortization of debt issuance costs and 324 1,452 Other interest — 18 Gross interest expense 2,184 2,411 Less: amount capitalized to construction in progress 29 624 Interest expense, net of amounts capitalized $ 2,155 $ 1,787 Effective interest rate — Convertible Notes (1) 12.7 % 23.2 % (1) The effective interest rate represents a weighted-average interest rate applicable for the respective period. Interest expense utilized in the calculation is based upon the gross interest expense in the table above, and the principal balance utilized in the calculation is based on the ending net long-term debt applicable to each interest period inclusive of unamortized debt issuance costs and discount, changes in the principal balance resulting from the issuance of new Convertible Notes, interest paid-in-kind and any adjustments resulting from the Amended and Restated Note Purchase Agreement. Convertible Notes On August 11, 2022, the Compa ny executed a $ 60 million private placement of senior secured convertible notes (the “August 2022 Notes”) with Bluescape Special Situations IV (“Bluescape”). On January 18, 2024, the Company entered into an amended and restated note purchase agreement (the “January 2024 Amended and Restated Note Purchase Agreement”) which modified certain terms of the August 2022 Notes, including to extend the maturity date of the August 2022 Notes to August 15, 2028 . On May 28, 2024, the Company entered into a second amendment (“Amendment No. 2”) to the January 2024 Amended and Restated Note Purchase Agreement and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as the August 2022 Notes, as amended, in an aggregate principal amount of $ 6.0 million (the “June 2024 Notes”) to Bluescape and Ascend Global Investment Fund SPC for and on behalf of Strategic SP (“Ascend”), and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 2 (the “May 2024 Amended and Restated Note Purchase Agreement”). On September 16, 2024, the Company entered into a third amendment (“Amendment No. 3”) to the January 2024 Amended and Restated Note Purchase Agreement and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as the June 2024 Notes, in an aggregate principal amount of $ 6.0 million (the “September 2024 Notes” and, together with the August 2022 Notes and the June 2024 Notes, the “Convertible Notes”) to Bluescape and Ascend, and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 3 (the “September 2024 Amended and Restated Note Purchase Agreement” and collectively with the January 2024 Amended and Restated Note Purchase Agreement and the May 2024 Amended and Restated Note Purchase Agreement, the “Amended and Restated Note Purchase Agreement” ). As part of the January 2024, May 2024 and September 2024 Amended and Restated Note Purchase Agreements, the Company incurred approximately $ 2.6 million, $ 541 thousand and $ 454 thousand of debt issuance costs. At the Company’s election, the Convertible Notes bear interest at an annual rate of 4.50 % if paid in cash, and 10.00 % if paid through the issuance of additional notes. Interest is paid semi-annually on February 15 and August 15 of each year. The Convertible Notes contain a financial covenant requiring the Company to maintain a cash balance of at least $ 7.5 million after December 31, 2024 . The Convertible Notes are secured by substantially all of the Company’s assets. Convertible Notes - Conversion Terms The Convertible Notes, including accrued interest paid-in-kind, may be converted into shares of the Company’s common stock, par value $ 0.01 (the “Common Stock”) at any time before the Convertible Notes mature. The August 2022 Notes are convertible into the Company’s Common Stock based upon a conversion rate of 650.4065 shares of Common Stock per $ 1,000 principal amount of Convertible Notes (the “Conversion Rate), representing a conversion price of approximately $ 1.5375 per share. The June 2024 Notes are convertible into the Company’s Common Stock based upon a Conversion Rate of 692.7990 , representing a conversion price of approximately $ 1.4434 per share. The September 2024 Notes are convertible into the Company’s Common Stock based upon a Conversion Rate of 1,066.6667 shares of Common Stock per $ 1,000 principal amount of September 2024 Notes, representing a conversion price of approximately $ 0.9375 per share. In addition, the Amended and Restated Note Purchase Agreement provides for certain adjustments to the Conversion Rate to increase the number of shares of Common Stock issuable upon conversion of the Convertible Notes (the “Additional Shares”) in the event of certain change of control transactions or other events specified in the Amended and Restated Note Purchase Agreement (a “Make-Whole Fundamental Change”). Accordingly, the Conversion Rate will increase by up to 325.2033 , 346.3996 and 444.4445 Additional Shares per $ 1,000 principal amount of August 2022 Notes, June 2024 Notes and September 2024 Notes, respectively, based on the timing of a Make-Whole Fundamental Change and the trading price of the Common Stock at such time or the cash received by holders of the Common Stock in connection with such Make-Whole Fundamental Change. The Conversion Rate applicable to the June 2024 Notes and September 2024 Notes is subject to adjustment if, after the issuance date of the respective Convertible Notes and on or prior to December 31, 2024, the Company sells Common Stock or any other equity-linked securities in one or more transactions at an effective price per share that is less than the respective conversion price then in effect, subject to certain exemptions (a “Degressive Issuance”). In the event of a Degressive Issuance, the Conversion Rate applicable to the June 2024 Notes and September 2024 Notes will be adjusted based on the weighted average issuance price of the securities sold in such Degressive Issuance, as set forth in the Amended and Restated Note Purchase Agreement. Pursuant to the terms of the Amended and Restated Note Purchase Agreement, the Company will not be permitted to effect any Degressive Issuance that would result in an adjustment to the Conversion Rate that requires the approval of the Company’s stockholders pursuant to the listing standards of The Nasdaq Global Select Market, unless the Company has obtained such stockholder approval before such Degressive Issuance. As part of the August 2024 Equity Offering (as further described and defined in Note 10–Equity), the Degressive Issuance provision applicable to the June 2024 Notes resulted in an adjustment to the Conversion Rate applicable only to the June 2024 Notes from 650.4065 to 692.7990 , and a corresponding increase in the Conversion Rate in the event of a Make-Whole Fundamental Change from 325.2033 to 346.3996 . The September 2024 Amended and Restated Note Purchase Agreement also requires the Company to maintain the effectiveness of registration statements filed with the SEC relating to shares of the Company’s Common Stock which may be received by the holders of the Convertible Notes if such Convertible Notes are converted into Common Stock. If the Company fails to maintain the effectiveness of such registration statements through the period in which the Convertible Notes may be converted, the interest rate applicable to the Convertible Notes may be increased by 0.5 % per annum for each 90-day period where such registration statements are not effective, up to a maximum of 2.0 % per annum. Convertible Notes - Derivatives The terms of the Amended and Restated Note Purchase Agreement permits a change to the Conversion Rates applicable to the June 2024 Notes and September 2024 Notes upon a Digressive Issuance by the Company on or before December 31, 2024. As a result, these conversion features were deemed to be embedded derivatives requiring bifurcation and separate accounting as stand-alone derivative instruments (the “June 2024 Convertible Note Derivative” and “September 2024 Convertible Note Derivative,” respectively, and together, the “Convertible Note Derivatives”). The June 2024 Notes were initially recorded at their face amount of $ 6 million less debt issuance costs of $ 541 thousand and the fair value of the June 2024 Convertible Note Derivative, which was determined to be $ 4.1 million. Similarly, the September 2024 Notes were initially recorded at their face amount of $ 6 million less debt issuance costs of $ 454 thousand and the fair value of the September 2024 Convertible Note Derivative, which was determined to be $ 1.6 million. The provisions that result in separate accounting for the Convertible Note Derivatives will expire on December 31, 2024, and accordingly, the fair value of the Convertible Note Derivatives, if any, on such date will be transferred to additional paid-in capital. Refer to Note 8–Convertible Note Derivatives and the discussion immediately below for additional details regarding the fair values of the Convertible Note Derivatives. Convertible Notes - Fair Value Fair value and carrying value information for the Convertible Notes at each period end follows. Unamortized Debt Net Liability Principal Discount and Carrying Fair Value Amount Issuance Costs Amount Amount Leveling (in thousands) As of September 30, 2024 August 2022 Notes, due Aug. 15, 2028 $ 68,955 $ ( 2,197 ) $ 66,758 $ 47,532 Level 2 June 2024 Notes, due Aug. 15, 2028 6,108 ( 4,414 ) 1,694 2,413 (1) Level 2 September 2024 Notes, due Aug. 15, 2028 6,000 ( 2,077 ) 3,923 3,615 (1) Level 2 $ 81,063 $ ( 8,688 ) $ 72,375 $ 53,560 As of June 30, 2024 August 2022 Notes, due Aug. 15, 2028 $ 65,671 $ ( 2,336 ) $ 63,335 $ 63,289 Level 2 June 2024 Notes, due Aug. 15, 2028 6,000 ( 4,570 ) 1,430 1,942 (1) Level 2 $ 71,671 $ ( 6,906 ) $ 64,765 $ 65,231 (1) The reported fair value of the convertible note relates only to the debt component of such security and excludes the fair value associated with the related convertible note derivative that has been bifurcated and accounted for separately. Refer to Note 8–Convertible Note Derivatives for fair value information related to the Convertible Note Derivatives. The valuation model for the Convertible Notes and related Convertible Note Derivatives require the input of subjective assumptions including expected share price volatility, risk-free interest rate and debt rate. Changes in the input assumptions as well as the Company's underlying share price can materially affect the fair value estimates. Changes in the reported fair value of the Convertible Notes between periods are not recognized in net income and therefore have no effect on reported net income (loss). The significant assumptions used in the fair value model for the Convertible Notes and related Convertible Note Derivatives include the following, with changes in volatility, debt rate and stock price having the most significant impact on the related fair values. Sep. 16, 2024 Sep. 30, 2024 (Sep. 2024 Notes) Jun. 30, 2024 Risk-free interest rate 3.6 % 3.4 % 4.5 % Volatility 65.0 % 60.0 % 50.0 % Debt rate 22.6 % - 33.6 % (1) 23.7 % 28.7 % - 36.7 % (2) Stock price per share $ 0.54 $ 0.50 $ 1.21 (1) Debt rates of 25.5 %, 33.6 % and 22.6 % were utilized in the valuation of the August 2022 Notes, June 2024 Notes and September 2024 Notes, respectively. (2) Debt rates of 28.7 % and 36.7 % were utilized in the valuation of the August 2022 Notes and June 2024 Notes, respectively. |