Subsequent Events |
12 Months Ended |
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Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events On March 13, 2026, the Company entered into a Convertible Note and Warrant Purchase Agreement with U.S. Bounti, LLC providing for the issuance of (i) a convertible note with an initial principal balance of $15.0 million and (ii) a warrant to purchase 5,500,000 shares of the Company’s common stock. The proceeds are expected to be used for working capital, general corporate purposes, and certain capital expenditures.
The convertible note bears interest at 7.0% per annum. Interest will accrue and be capitalized semi-annually on June 30 and December 31, commencing December 31, 2026, through payment-in-kind (“PIK”) interest, which increases the principal balance and thereafter accrues interest. From time to time after the third anniversary of issuance, interest may be payable quarterly in arrears in cash, commencing December 31, 2029, if certain conditions are satisfied.
The note is convertible, in whole or in part, at the option of the holder from time to time upon notice, at an initial conversion price of $2.50 per share, subject to customary anti-dilution adjustments. Based on the initial principal amount, conversion would result in the issuance of approximately 6.0 million shares of common stock, excluding the impact of any capitalized PIK interest.
Fifty percent of the outstanding note balance will automatically convert into common stock on the fourth anniversary of issuance, with the remaining balance converting on the maturity date, in each case unless certain conditions are satisfied that permit repayment in cash. The note is subordinated to the Company’s obligations under its Senior Facility and includes customary representations, warranties, covenants, and events of default.
The warrant issued in connection with the financing is exercisable immediately at an exercise price of $0.125 per share and has a ten-year term.
The purchaser is subject to a 1% beneficial ownership limitation on conversion of the note and exercise of the warrant, which will not apply following receipt of required stockholder approval, which the Company has agreed to seek by June 30, 2026.
The Company also entered into a letter agreement with Cargill Financial, amending certain terms of its Senior Facility, including amending the minimum cash liquidity requirement to $3.5 million through September 30, 2026 and $2.0 million thereafter, delaying the commencement of EBITDA covenant testing to March 31, 2027, and consenting to the issuance of the note and warrant.
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