SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On July 12, July 19, July 26, 2024 and August 2, 2024, the Company executed the seventeenth, eighteenth, nineteenth and twentieth amendments to the Term Loan, respectively. The amendments provided payment extensions for refinancing fees, principal and interest while the Company works to finalize a long-term facility with various lenders on the Term Loan. On August 14, 2024, the Company executed the twenty-first amendment (“Twenty-first Amendment”) to the Term Loan. The amendment provided for the following terms: (1) extension of the Term Loan and TCW LOC maturity date to August 31, 2025 and provide that the maturity date will be automatically extended to June 30, 2028 if the Company executes a letter of credit facility in the aggregate face amount of $15.0 million (“L/C Facility”); (2) additional term loans with net proceeds of $5.0 million contingent on the closing of the L/C Facility; (3) specifies the timing of payments of principal and interest on the Term Loan, waives a portion of the July 31, 2024 refinancing fees, and removes the requirement to pay refinancing fees on the outstanding Term Loan balance after July 31, 2024; (4) specifies additional amendment fees associated with the Term Loan; and (5) amends certain financial covenants of the Term Loan. On August 14, 2024 (the “Closing Date”), the Company executed an amended and restated the Certificate of Designation of Preferences, Rights and Limitations of Series A-1, Series A-2 and Series A-3 Preferred Stock. The amendment will become effective upon the Company meeting certain contingency conditions, including the execution of the L/C Facility as well as the Company's receipt of Term Loan proceeds from the Twenty-first Amendment of the Term Loan (the first date upon which all such conditions shall have been satisfied being hereinafter referred to as the “Amendment Effective Date”). Following the Amendment Effective Date, the amendment extends the put right date on the Company’s preferred stock to December 31, 2028, and removes the provision that accelerates the put right date to March 31, 2026 in the event the Company does not achieve at least $50.0 million in Adjusted EBITDA for fiscal year 2025. The amendment also includes quarterly financial covenants for the outstanding shares of preferred stock. In conjunction with preferred stock amendment, the Company executed a warrant agreement for the issuance of common stock warrants for up to 10% of shares of common stock outstanding as of the Closing Date. These common stock warrants are to be issued on specified dates on or after the Amendment Effective Date and at various strike prices, based on terms governing the warrant agreement.
|