Annual report pursuant to Section 13 and 15(d)

Loan and Security Agreement

v3.24.1
Loan and Security Agreement
12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Loan and Security Agreement

7. Loan and Security Agreement

In August 2017, the Company entered into a loan and security agreement with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) under which it borrowed $15.0 million (the “August 2017 Loan”). In connection with the August 2017 Loan, the Company issued to Oxford and SVB warrants to purchase 46,359 shares of Company's common stock.

On February 28, 2020, (the “Effective Date”), the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with Oxford as the collateral agent and a lender, and SVB as a lender (together with Oxford, the “Lenders”), pursuant to which the Lenders agreed to lend the Company up to an aggregate of $25.0 million (the “Term A Loan”). Upon entering into the Loan and Security Agreement, the Company borrowed $25.0 million from the Lenders, with approximately $9.6 million of such amount applied to the repayment of the outstanding principal, interest and final payment fees owed pursuant to the August 2017 Loan. As such, the August 2017 Loan has been paid in full. The Company accounted for the issuance of the Loan and Security Agreement and repayment of the August 2017 Loan as a debt modification. The associated unamortized debt discount on the August 2017 Loan and new lender fees from the debt issuance was amortized as interest expense using the effective interest method until the maturity date of the Term A Loan.

In June 2022, the Company entered into an amendment to the Loan and Security Agreement with Oxford and SVB (the “LSA Amendment”). The LSA Amendment added a financial covenant that requires the Company to maintain a minimum unrestricted cash balance of $10.0 million. The Company was in compliance with the financial covenant under the LSA Amendment as of December 31, 2023.

In June 2023, the Company entered into an amendment to the Loan and Security Agreement with Oxford and SVB (the “5th LSA Amendment”). Under the 5th LSA Amendment, effective July 1, 2023, the loan bore interest at the floating per annum rate of interest equal to the greater of (i) 8.07% and (ii) the sum of (a) a specific published 1-month secured overnight financing rate (SOFR) reported on the last business day of the month that immediately precedes the month in which the interest will accrue plus (b) 0.10%, plus (c) 6.40%. There was an immaterial impact of the 5th LSA Amendment on the financial statements of the Company.

The Term A Loan matured on March 1, 2024 (the “Maturity Date”) and the Company made a final payment of 3.83% of the original principal amount of the Term A Loan on the Maturity Date.

In connection with entering into the Loan and Security Agreement, the Company issued to the Lenders warrants exercisable for 81,257 shares of the Company’s common stock (the “2020 Warrants”). The 2020 Warrants are exercisable in whole or in part, immediately, and have a per share exercise price of $9.23, which was the closing price of the Company’s common stock reported on the Nasdaq Global Market on the day prior to the Effective Date. The 2020 Warrants will terminate on the earlier of February 28, 2030 or the closing of certain merger or consolidation transactions. The estimated fair value upon issuance of the Warrants of $0.6 million is recorded as a debt discount on the associated borrowings on the Company’s Balance Sheet. The debt discount was amortized to interest expense over the repayment period of the loan using the effective-interest method.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded interest expense related to loans outstanding of $1.3 million, $2.4 million and $2.6 million, respectively, with average interest rates of 11.49%, 8.72% and 8.07%, respectively, which includes interest related to the accretion of debt discount of $0.3 million, $0.5 million and $0.6 million, respectively.

Long-term debt and net premium balances are as follows:

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Principal amount of debt outstanding

 

$

3,125

 

 

$

15,625

 

Net premium associated with accretion of final payment and
   other debt issuance costs

 

 

936

 

 

 

646

 

Debt, current and non-current

 

 

4,061

 

 

 

16,271

 

Less: Debt, current portion

 

 

(4,061

)

 

 

(12,500

)

Debt, non-current portion

 

$

-

 

 

$

3,771

 

Future minimum payments of principal and estimated payments of interest on the Company’s Loan and Security Agreement as of December 31, 2023 are as follows:

Year Ending December 31:

 

 

 

Amount

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

Total future maturities - 2024

 

 

 

$

4,126

 

Less: amount representing interest

 

 

 

 

(43

)

Less: final payment

 

 

 

 

(958

)

Total principal amount of debt outstanding

 

 

 

$

3,125