Note 6 - Debt |
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| Debt |
Note 6 – Debt
Debt consisted of the following:
Future aggregate maturities of debt that have maturities beyond 2024 have been classified as current on the consolidated balance sheet as the Company has determined that it is probable that the Company will not be able to meet the 2024 debt obligations as they become due, thus causing a technical default of the debt obligations. Little Harbor LLC
Mr. David L. Van Andel, the former Chairman of the Company’s Board of Directors, is the owner and principal of Little Harbor LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Little Harbor LLC.
July 2014 Note Payable to Akretive LLC (formerly Little Harbor, LLC)
Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, on February 6, 2018 we entered into an agreement with Little Harbor to convert a debt repayment obligation of $3,267 into an unsecured promissory note (“Little Harbor Debt Repayment Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. The Little Harbor Debt Repayment Note was scheduled to mature on July 25, 2020, and the maturity was subsequently extended to October 22, 2021.
July 2016 Note Payable to Akretive LLC (formerly Little Harbor, LLC)
In July 2016, we issued an unsecured delayed draw promissory note in favor of Little Harbor (“Little Harbor Delayed Draw Note”), pursuant to which Little Harbor loaned us the full approved amount of $4,770 during the year ended December 31, 2016. This note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrant in Note 7). This note is unsecured and was scheduled to mature on January 28, 2019, with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021.
Little Harbor has delivered a deferment letter pursuant to which Little Harbor agreed to defer all payments due under the aforementioned notes held by Little Harbor through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes. Amendments to extend the maturity date and related payment deferrals of the aforementioned notes have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all. To date, the lending party has not exercised any of its remedies available upon a default for any of the aforementioned notes.
Great Harbor Capital LLC
Mr. David L. Van Andel, the former Chairman of the Company’s Board of Directors, is the owner and principal of Great Harbor Capital LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Great Harbor Capital LLC.
January 2016 Note Payable to Akretive LLC (formerly Great Harbor Capital, LLC)
Pursuant to a January 28, 2016 unsecured promissory note (“January 2016 GH Note”) with Great Harbor Capital, LLC (“GH”), an affiliate of a former member of our Board of Directors, GH lent us $2,500. The January 2016 GH Note bears interest at an annual rate of 8.5% with the principal payable in 24 monthly installments of $104 which payment was to commence on February 28, 2017 but was deferred to August 31, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The original maturity date of the January 2016 GH Note was January 28, 2019, with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021.
March 2016 Note Payable to Akretive LLC (formerly Great Harbor Capital, LLC)
Pursuant to a March 21, 2016 unsecured promissory note (“March 2016 GH Note”), GH lent us $7,000. This March 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $292 which payment was to commence on April 21, 2017 but was deferred to August 30, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on March 21, 2019, with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021.
December 2016 Note Payable to Akretive LLC (formerly Great Harbor Capital, LLC)
Pursuant to a December 31, 2016 unsecured promissory note (“December 2016 GH Note”), GH lent us $2,500. The December 2016 GH Note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on December 31, 2019, which was subsequently extended to October 22, 2021.
August 2017 Note Payable to Akretive LLC (formerly Great Harbor Capital, LLC)
Pursuant to an August 30, 2017 secured promissory note, GH lent us $3,000 (“August 2017 GH Note”). The August 2017 GH Note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on August 29, 2020, which was subsequently extended to October 22, 2021.
February 2018 Note Payable to Akretive LLC (formerly Great Harbor Capital, LLC)
Pursuant to a February 6, 2018 secured promissory note, GH lent us $2,000 (“February 2018 GH Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to Midcap Funding X Trust as successor-by-assignment from MidCap Financial Trust (“MidCap”). The note was scheduled to mature on February 6, 2021, which was subsequently extended to October 22, 2021.
As previously reported, on February 6, 2018, the Company issued an amended and restated secured promissory note to GH (“A&R August 2017 GH Note”) replacing the prior secured promissory note issued on August 30, 2017. The amendment and restatement added a requirement that when the Company consummates any Special Asset Disposition (as defined in the February 2018 GH Note), provided that the Company has a minimum liquidity of $1,000, the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the A&R August 2017 GH Note and any other note subject to the Intercreditor Agreement (defined below). The interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on August 30, 2017; however, the maturity date had been extended to October 22, 2021.
Furthermore, as a result of notes issued on February 6, 2018, by GH and Golisano Holdings LLC (“Golisano LLC”), GH and Golisano LLC entered into an “Intercreditor Agreement” where they agreed that each of the February 2018 GH Note, A&R August 2017 GH Note, and the Golisano LLC February 2018 Note (as defined below) are pari passu as to repayment, security and otherwise and are equally and ratably secured.
July 2018 Note Payable to Akretive LLC (formerly Great Harbor Capital, LLC)
Pursuant to a July 27, 2018 secured promissory note, GH loaned the Company $5,000 ("July 2018 GH Note"). The July 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning September 1, 2018. The principal of the July 2018 GH Note was payable at maturity on January 27, 2020. The July 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity date to October 22, 2021.
The July 2018 GH Note was subordinate to the indebtedness owed to MidCap.
November 2018 Note Payable to Akretive LLC (formerly Great Harbor Capital, LLC)
Pursuant to a November 5, 2018 secured promissory note, GH loaned the Company $4,000 ("November 2018 GH Note"). The November 2018 GH Note bears interest at an annual rate of 8.5% with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month beginning December 1, 2018. The principal of the November 2018 GH Note is payable at maturity on November 5, 2020. The November 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.
February 2020 Note Payable to Great Harbor Capital, LLC
Pursuant to a February 2020 unsecured promissory note (“February 2020 GH Note”), an affiliate of a member of our Board of Directors, GH lent us $2,500. The February 2020 GH Note bears interest at an annual rate of 8% with the principal payable at the maturity of October 22, 2021.
GH had delivered a deferment letter pursuant to which GH agreed to defer all payments due under the aforementioned notes held by GH through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.
Amendments to extend the maturity date and related payment deferrals of the aforementioned notes to GH have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all. To date, the lending party has not exercised any of its remedies available upon a default for any of the aforementioned notes. Akretive Holdings, LLC
Mr. Patrick Ogle is the principal of Akretive Holdings, LLC. As of December 30, 2024, all debts held by, interest due to, as well as stock shares held by 463IP Partners, LLC, Great Harbor Capital, LLC, Little Harbor LLC, and David L. Van Andel Trust were assigned to Akretive LLC, including one-half of the Macatawa debt. As of April 22, 2025, all debts held by, interest due to, and stock shares held by Golisano Holdings LLC were assigned to Akretive LLC, including one-half of the Macatawa debt.
November 2014 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
On November 13, 2014, we raised proceeds of $8,000, less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The managing director of Penta, an institutional investor, is also a former director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano Holdings, LLC (“Golisano LLC”), an affiliate of a former member of our Board of Directors, acquired this note payable from Penta (the “First Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of 12% per year from the date of issuance to March 8, 2017 and decreased to 8% per year thereafter, payable monthly. The Company and Golisano LLC amended this note to extend the maturity from November 5, 2020 to October 22, 2021. We issued a warrant to Penta to purchase 4,960,740 shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants formerly Penta Warrants in Note 7).
January 2015 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
On January 22, 2015, we raised proceeds of $5,000, less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL-US”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL-US a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano LLC acquired this note payable from JL-US. Interest on the outstanding principal accrued at a rate of 12% per year from the date of issuance to March 8, 2017 and decreased to 8% per year thereafter payable monthly (the “Golisano JL-US Note”). The note matured on October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to JL-US to purchase 2,329,400 shares of the Company’s common stock on January 22, 2015 and 434,809 shares of the Company’s common stock on February 4, 2015 (see JL Warrants in Note 7). The 434,809 warrants expired unexercised on February 13, 2020. The note matured on October 22, 2021.
February 2015 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
On February 6, 2015, we raised proceeds of $1,999, less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. On March 8, 2017, Golisano LLC acquired this note payable from Penta (the “Second Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of 12% per year from the date of issuance to March 8, 2017, and decreased to 8% per year thereafter, payable monthly. The note matured on October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase 869,618 shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants formerly Penta Warrants in Note 7).
January 2016 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
Pursuant to a January 28, 2016 unsecured promissory note with Golisano LLC (“Golisano LLC January 2016 Note”), Golisano LLC lent us $2,500. The note was scheduled to mature on January 28, 2019, with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021. This note bears interest at an annual rate of 8.5%. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).
March 2016 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
Pursuant to a March 21, 2016 unsecured promissory note, Golisano LLC lent us $7,000 (“Golisano LLC March 2016 Note”). The note was scheduled to mature on March 21, 2019, with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021.This note bears interest at an annual rate of 8.5%. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).
July 2016 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
On July 21, 2016, we issued an unsecured delayed draw promissory note in favor of Golisano LLC pursuant to which Golisano LLC may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $4,770 (the “Golisano LLC July 2016 Note”). During the year ended December 31, 2016, we requested and Golisano LLC approved, draws totaling $4,770.The Golisano LLC July 2016 Note was scheduled to mature on January 28, 2019 and was subsequently extended to October 22, 2021. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Golisano LLC July 2016 Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). December 2016 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
Pursuant to a December 31, 2016 unsecured promissory note, as amended and restated, Golisano LLC lent us $2,500 (“Golisano LLC December 2016 Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019 and was subsequently extended to October 22, 2021.
March 2017 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
Pursuant to a March 14, 2017 unsecured promissory note, as amended and restated, Golisano LLC lent us $3,267 (“Golisano LLC March 2017 Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019 and was subsequently extended to October 22, 2021.
February 2018 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
Pursuant to a February 6, 2018 secured promissory note, Golisano LLC lent us $2,000 (“Golisano LLC February 2018 Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap. The note was scheduled to mature on February 6, 2021 and was subsequently extended to October 22, 2021.
February 2020 Note Payable to Akretive LLC (formerly Golisano Holdings LLC )
Pursuant to a February 2020 unsecured promissory note (“Golisano LLC February 2020 Note”), an affiliate of a former member of our Board of Directors, Golisano LLC lent us $2,500. The Golisano LLC February 2020 Note bears interest at an annual rate of 8% with the principal payable at the maturity date of October 22, 2021.
Golisano LLC had delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the aforementioned notes held by Golisano LLC through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.
Amendments to extend the maturity date and related payment deferrals of the aforementioned notes to Akretive Holdings LLC have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all. To date, Akretive Holdings, LLC has not exercised any of its remedies available upon a default for any of the aforementioned notes. Akretive LLC (formerly Macatawa Bank)
Mr. Mark Bugge is a former member of the board of directors of Macatawa Bank (“Macatawa”) and was a member of the Company’s board of directors; he was an active member of both boards at the time of the term loan note. Two former members of the Company's Board of Directors, Mr. B. Thomas Golisano and Mr. David L. Van Andel, are the owners and principals of the guarantor, 463IP Partners, LLC (“463IP”). Furthermore, Mr. Van Andel, through his interest in a trust, holds an indirect limited partnership interest in White Bay Capital, LLLP, which has an ownership interest of greater than 10% in Macatawa.
On December 4, 2018, the Company entered into a Term Loan Note and Agreement (the "Term Loan") in favor of Macatawa. Pursuant to the Term Loan, Macatawa loaned the Company $15,000. The Term Loan was scheduled to mature on November 30, 2020 and was subsequently extended to November 30, 2022. The Term Loan was amended on December 14, 2022 to extend the maturity date to November 30, 2024 and to transition from LIBOR to SOFR. The Term Loan accrued interest at SOFR Rate plus 1.05% per annum with a floor of 2.50%. This loan was settled in full to Macatawa (the "Macatawa Settlement") on November 29, 2025 for $15,891 pursuant to a limited guaranty with 463IP, dated as of December 4, 2018, in favor of Macatawa (the "Limited Guaranty") pursuant to which it has agreed to guarantee payment under the Term Loan and any and all renewals of the Term Loan and all interest accrued on such indebtedness limited to $15,000 plus any accrued interest. As of December 30, 2024, all debts held by and interest due to 463IP Partners, LLC, Great Harbor Capital, LLC, Little Harbor LLC, and David L. Van Andel Trust were assigned to Akretive LLC, including one-half of the Macatawa debt. This assignment represented a creditor-to-creditor transfer of rights and did not result in any modification, forgiveness, or extinguishment of the Company's obligations. The assignment did not change the principal amount owed, interest terms, or other substantive provisions of the underlying debt, and therefore had no impact on the recognition or measurement of the Company's debt. The Company continues to reflect the full outstanding balance of the Guarantor Debt as notes payable to Akretive as of December 31, 2024. As of April 22, 2025, all debts held by and interest due to Golisano Holdings LLC were assigned to Akretive LLC, including one-half of the Macatawa debt. On September 16, 2025, the outstanding principal and interest previously owed to Macatawa was formalized in a secured promissory note between Twinlab Consolidated Holdings, Inc. and Holdings, LLC. The principal sum of the note is $15,891. The maturity date was set as November 29, 2025. Interest is established to accrue at a simple rate of 6.0% per annum. A default rate is established at 12% per annum. A fee to waive the default status of the original note was set at $25 and paid on October 10, 2025. This loan was not repaid and entered into default on November 29, 2025. Because of the settlement of the Macatawa Term Loan was accompanied by the simultaneous recognition of an equivalent replacement obligation, the Company did not recognize a material gain or loss upon extinguishment, other than the write‑off of any unamortized deferred financing costs associated with the original borrowing.
Senior Credit Facility with Midcap On January 22, 2015, we entered into a $15,000 revolving credit facility (the “Senior Credit Facility”) pursuant to a credit and security agreement, based on our accounts receivable and inventory, which could be increased to up to $20,000 upon satisfaction of certain conditions, with MidCap. MidCap subsequently assigned the agreement to an affiliate, Midcap Funding X Trust.
On September 2, 2016, we entered into an amendment with Midcap to increase the Senior Credit Facility to $17,000 and extend our facility an additional 12 months. We granted MidCap a first priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the Senior Credit Facility. We are required to pay Midcap an unused line fee of 0.50% per annum, a collateral management fee of 1.20% per month and interest of LIBOR plus 5% per annum. We issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 7).
On January 22, 2019, we entered into Amendment Sixteen to the Credit and Security Agreement (the "MidCap Sixteenth Amendment"). The MidCap Sixteenth Amendment reduced the revolving credit facility amount from a total of $17,000 to a total of $5,000 and extended the expiration date from January 22, 2019 to April 22, 2019.
On February 13, 2019, MidCap informed the Company that MidCap had re-assigned all of its rights, powers, privileges and duties as “Agent” under the Credit and Security Agreement, as well as all of its right, title and interest in and to the revolving loans made under the facility from Midcap Funding X Trust to MidCap IV Funding.
On April 22, 2019, we entered into Amendment Seventeen to the Credit and Security Agreement (the "MidCap Seventeenth Amendment"), which effectively increased the revolving credit facility amount to $12,000 and renewed the Senior Credit Facility for an additional two years expiring on April 22, 2021. On April 22, 2021, we entered into Amendment Eighteen to the Credit and Security Agreement (the "MidCap Eighteenth Amendment"), which effectively updated the unused line fee to 0.375% per annum, updated the interest rates to 3.75% per annum, and renewed the Senior Credit Facility for an additional three years expiring on April 22, 2024. On March 15, 2023, we entered into Amendment Nineteen to the Credit and Security Agreement (the “MidCap Nineteenth Amendment”), which effectively isolated the portion on debt attributed to the assets of the discontinued NutraScience Labs subsidiary and removed it from the determination of provisional compliance. A schedule was established to ensure the pay down of the NutraScience Labs specific balance by the maturity date. On March 28, 2024, we entered into Amendment Twenty to the Credit and Security Agreement (the “MidCap Twentieth Amendment”), which effectively renewed the Senior Credit Facility for an additional six months expiring on October 31, 2024. On October 31, 2024, we entered into Amendment Twenty-One to the Credit and Security Agreement (the “MidCap Twenty-First Amendment”), which effectively renewed the Senior Credit Facility for an additional three months expiring on January 31, 2025. On January 31, 2025, we entered into Amendment Twenty-Two to the Credit and Security Agreement (the “MidCap Twenty-Second Amendment”), which effectively renewed the Senior Credit Facility for an additional three months expiring on April 30, 2025. We have incurred loan fees totaling $383 relating to the Senior Credit Facility and the subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility. The balance owed on the Senior Credit Facility was $1,966 as of December 31, 2024. On April 22, 2025, we terminated the Credit and Security Agreement (the "Midcap Payoff Agreement") via payment of all liabilities, obligations and indebtedness under the Credit Agreement. Other Debt
May 2020 Note Payable to Fifth Third Bank N.A.
On May 7, 2020, Twinlab Consolidated Corporation ("TCC"), the operating subsidiary of the Company, received the proceeds of a loan from Fifth Third Bank, National Association in the amount of $383 obtained under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 (the "PPP Loan”). The PPP Loan, evidenced by a promissory note dated May 5, 2020 (the “Note”), had a term and bore interest at a rate of 383% per annum, with expected monthly principal and interest payments that were due to begin December 1, 2020. TCC utilized the proceeds of the PPP Loan for payroll, office rent, and utilities, which allowed the Company to seek forgiveness for this loan. The Company submitted its application for 100% forgiveness for this loan in November 2021. In January 2022, the full amount of the PPP Loan was forgiven by the Small Business Administration ("SBA"). As a result, the Company recorded a gain on the forgiveness of the loan in the amount of $1,674. Financial Covenants
Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. As of December 31, 2024, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is $1,966 as of December 31, 2024. |
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