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Long-Term Debt
9 Months Ended
Sep. 30, 2020
Debt Disclosure [Abstract]  
Long-Term Debt

Note 4. Long-Term Debt

Long-term debt –consists of the following (in thousands):

 

 

 

September 30,

2020

 

 

December 31,

2019

 

Long-term debt

 

$

10,000

 

 

$

10,000

 

Unamortized debt discount

 

 

(691

)

 

 

(901

)

Long-term debt, net of debt discount

 

$

9,309

 

 

$

9,099

 

On August 27, 2019, the Company entered into a Loan and Security Agreement (the “Loan Agreement”, and all amounts borrowed thereunder the “Term Loans”) with a lender (the “Lender”). The Company borrowed $10.0 million (the “First Tranche Term Loan”) at the inception of the Loan Agreement and may borrow up to an additional $15.0 million in a fourth tranche at the Company’s option through December 31, 2020, subject to (i) achievement of certain clinical milestones and (ii) receipt of at least $70.0 million of net proceeds from either a preferred equity financing or an underwritten initial public offering. The available credit under the second and third tranche of the Loan Agreement expired on June 30, 2020.

 

The Term Loans bear interest at a floating annual rate equal to the greater of (i) the prime rate used by the Lender plus 2.0% (5.25% and 6.75% at September 30, 2020 and December 31, 2019, respectively), and (ii) 7.25%. The monthly payments are interest-only until September 1, 2022. Subsequent to the interest-only period, the Term Loans will be payable in equal monthly installments of principal plus accrued and unpaid interest, through the maturity date of September 1, 2023 or, in the event the Fourth Tranche is funded in full, September 1, 2024 (the “Term Loan Maturity Date”). In addition, the Company is obligated to pay a final payment fee of 5.25% of the original principal amount of the Term Loans on the Term Loan Maturity Date. As of September 30, 2020 and December 31, 2019, the final payment fee of $0.5 million has been recorded as a long-term liability. The Company may elect to prepay all, but not less than all, of the Term Loans prior to the Term Loan Maturity Date, subject to a prepayment fee of up to 3.0% (which fee is 3.0% at September 30, 2020 and December 31, 2019) of the then outstanding principal balance. After repayment, no Term Loan amounts may be borrowed again.

 

The Company’s obligations under the Loan Agreement are secured by a security interest in substantially all of its assets, other than its intellectual property. The Loan Agreement includes customary affirmative and negative covenants and also includes standard events of default, including an event of default based on the occurrence of a material adverse event, and a default under any agreement with a third party resulting in a right of such third party to accelerate the maturity of any debt in excess of $0.3 million. The negative covenants include, among others, restrictions on the Company transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying cash dividends or making other distributions, making investments, creating liens, selling assets and making any payment on subordinated debt, in each case subject to certain exceptions. Upon the occurrence and continuance of an event of default, the Lender may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. As of September 30, 2020 and December 31, 2019, the Company was in compliance with all applicable covenants under the Loan Agreement.

 

In connection with the Loan Agreement, the Company issued the Lender a warrant (the “Lender Warrant”) to purchase shares of the Company’s Series C convertible preferred stock at an exercise price of $10.812 per share and expiring on August 27, 2029. The number of Series C convertible preferred shares issuable upon exercise of the warrant is an amount equal to (i) 2.5% of the aggregate Term Loans funded under the Loan Agreement divided by (ii) $10.812. Upon the funding of the First Tranche Term Loan, the Lender Warrant was initially exercisable for 117,924 shares of Series C convertible preferred stock. The Lender Warrant was automatically converted into a warrant to purchase 23,122 shares of common stock upon completion of the Company’s IPO.

 

The initial $0.2 million fair value of the Lender Warrant, $0.5 million final payment fee, and $0.3 million of debt issuance costs were recorded as a debt discount and are being amortized to interest expense using the effective interest method over the term of the Term Loans. For the three months ended September 30, 2020 and 2019, the Company recognized $0.3 million and $0.1 million of interest expense, including $0.1 million and $23 thousand of debt discount amortization, respectively, in connection with the Loan Agreement. For the nine months ended September 30, 2020 and 2019, the Company recognized $0.8 million and $0.1 million of interest expense, including $0.2 million and $23 thousand of debt discount amortization. As of September 30, 2020 and December 31, 2019, the Company had outstanding Term Loans of $10.0 million and accrued interest of $0.1 million, respectively.

 

Future minimum principal and interest payments under the Term Loans, including the final payment fee, as of September 30, 2020 are as follows (in thousands):

 

 

 

September 30,

2020

 

Remaining in 2020

 

$

185

 

2021

 

 

735

 

2022

 

 

4,438

 

2023

 

 

6,949

 

Total principal and interest payments

 

 

12,307

 

Less interest and final payment fee

 

 

(2,307

)

Long-term debt

 

$

10,000