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Swiss Capital BTC OL Private Debt Offshore SP (“SC BTC SP”) is the record holder of 10,198 shares of Class A common stock. BTC serves as the investment advisor of SC BTC SP. As a result of this relationship, BTC may be deemed to have voting and dispositive power over the shares of Class A common stock directly held by SC BTC SP.
Description of Transactions with the Selling Stockholders
Financing Agreement
On October 16, 2020, we entered into the Financing Agreement. The Financing Agreement provided for, among other things, a term loan in the aggregate principal amount of $35.0 million, or the 2020 Term Loan, that initially bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum. In accordance with the Financing Agreement, the principal amount of the 2020 Term Loan is repayable in equal quarterly installments of $875,000 through December 31, 2022, with the remaining unpaid principal amount of the 2020 Term Loan repayable on March 31, 2023.
The Financing Agreement includes a guaranty by the Guarantors of all of the obligations of the Borrower, including the payment when due of all principal, interest, fees, expense reimbursements, indemnifications and all other obligations under the Financing Agreement, which we refer to, collectively, as the Obligations. In connection with the Financing Agreement, the Borrower and the Guarantors entered into a security agreement with the Agent, pursuant to which they each granted to Agent, for the benefit of the Agent and the Lenders, a first priority security interest in, and lien upon, substantially all of the assets and properties now owned or hereinafter acquired by the Borrower and the Guarantors to secure the Obligations.
The Financing Agreement also contains customary representations, warranties, affirmative and negative covenants (including financial covenants), and indemnification provisions in favor of the Agent and the Lenders.
The financing agreement was amended in November 2020 and again in May 2021. Among other things, the May 2021 amendment:
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established a new $5.0 million term loan, which we refer to as the 2021 Term Loan, which bore interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 10.00% per annum, and which was repaid in full on June 18, 2021;
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increased the interest rate margin on the 2020 Term Loan by 1.00% per annum, resulting in the 2020 Term Loan bearing interest, from and after the date of the May 2021 amendment, at a rate equal to LIBOR (subject to a 1.50% floor) plus 9.00% per annum;
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waived the requirement that the Borrower prepay the 2020 Term Loan with 50% of the proceeds of certain equity issuances, provided that the waiver would expire upon the earlier of (i) such time as the cumulative net proceeds from equity issuances of the Borrower otherwise requiring such prepayment exceed $30.0 million (calculated net of the repayment of the 2021 Term Loan described above) or (ii) July 4, 2021;
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required that the Borrower prepay the 2021 Term Loan with 100% of the proceeds of certain equity issuances (in addition to the other mandatory prepayment provisions applicable to the 2020 Term Loan, which also apply to the 2021 Loan);
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reduced the minimum liquidity covenant under the Financing Agreement from $20.0 million to $15.0 million temporarily, which reduction has now lapsed; and
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charged a $1.0 million closing fee, which (i) was capitalized on May 5, 2021, as additional principal indebtedness under the 2021 Term Loan, bearing interest at the same interest rate as the 2021 Term Loan; and (ii) 50% of which was forgiven upon repayment of the 2021 Term Loan.
Warrants
In connection with the May 2021 amendment, we agreed to grant warrants to the Lenders or affiliates thereof. Under the terms of the May 2021 amendment, so long as the 2020 Term Loan or 2021 Term Loan