Subsequent Events |
6 Months Ended |
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Jun. 30, 2024 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events July 2024 PPA
On July 19, 2024 (the “July Effective Date”), the Company entered into a Prepaid Advance Agreement with Yorkville (the "July 2024 PPA," and together with the Initial PPA and the June 2024 PPA, collectively, the "Yorkville PPAs"). In accordance with the terms of the July 2024 PPA, the Company may request advances of up to $15,000,000 in
cash from Yorkville (or such greater amount that the parties may mutually agree) (each, a “Prepaid Advance”), including an initial Prepaid Advance of $15,000,000 (the “Initial July Prepaid Advance”) requested by the Company in connection with entering the July 2024 PPA and from time to time thereafter, with an aggregate limitation on the Prepaid Advances of $100,000,000. A Prepaid Advance will be offset upon the issuance of shares of our Common Stock to Yorkville.
The Initial July Prepaid Advance will be offset upon the issuances of shares of Common Stock at an initial Purchase Price (when reference to the July 2024 PPA, as such term is used in the July 2024 PPA) equal to $2.70 per share. On any date that is the 60th day after the July Effective Date, the Purchase Price on any remaining amount of the Initial July Prepaid Advance then outstanding at such time will be the lower of (i) $2.70 per share and (ii) 95% of the lowest daily VWAP of the Common Stock during five trading days immediately preceding the date on which Yorkville provides the purchase notice to the Company (the “July PPA Variable Price”); however, in no event shall the Purchase Price under the July 2024 PPA be less than $1.00 per share (the “Current Floor Price”). As of the date hereof, a principal balance of $15.0 million remains outstanding under the Initial July Prepaid Advance.
With respect to a Prepaid Advance other than the Initial July Prepaid Advance, such Prepaid Advance will be offset upon the issuances of shares of Common Stock at a Purchase Price equal to the lower of (i) 120% of the daily VWAP of the Common Stock on Nasdaq as of the trading day immediately prior to the date of the disbursement of such Prepaid Advance and (ii) the July PPA Variable Price; however, in no event shall the Purchase Price be lower than the Current Floor Price.
After giving effect to the commitment fee and the purchase price discount provided for in the July 2024 PPA, net proceeds of the Initial July Prepaid Advance to the Company were approximately $14.1 million. The issuance of Common Stock under the July 2024 PPA is subject to certain limitations, including, among others, that the aggregate number of shares (including share issuances under the June 2024 PPA) of Common Stock issued pursuant to the July 2024 PPA cannot exceed the Current Yorkville Exchange Cap unless the Company’s stockholders have approved issuances in excess of the Current Yorkville Exchange Cap. Pursuant to the terms of the July 2024 PPA, interest accrues on the outstanding balance of a Prepaid Advance at an annual rate equal to 5%, subject to an increase to 15% upon events of default described in the July 2024 PPA.
Furthermore, on the July Effective Date, in connection with the Initial July Prepaid Advance, the Company issued to Yorkville a warrant to purchase approximately 2.8 million shares of Common Stock each at an exercise price of $2.70 per share, exercisable beginning on January 19, 2025 and with an expiration date of July 19, 2029 (the “July YA Warrants”). The July YA Warrants include customary adjustment provisions for stock splits, combinations and similar events.
Torrance CA Facility Employee Reorganization Plan
On August 14, 2024, the Company implemented an employee reorganization plan (the “Employee Reorganization Plan”), which Employee Reorganization Plan includes permanently reducing the number of employees at our facility in Torrance, California (the “Torrance Facility”). As such, we have issued a Worker Adjustment and Retraining Notification Act notice under both California state and federal law to all employees at our Torrance Facility and are offering to relocate a majority of employees currently located at the Torrance Facility to the Company’s facilities in either Oklahoma or Texas. The first employment separations related to this reduction of employees who have not been offered and accepted employment in either our Oklahoma or Texas facilities are expected to occur on October 15, 2024. We intend to offer relocation to approximately 137 employees out of the 194 employees located at the Torrance Facility.
In connection with the Employee Reorganization Plan, the Company currently estimates that it will record an aggregate charge related to one-time relocation benefits and severance payments in the range of approximately up to $3.0 million. The majority of these charges will result in one-time cash expenditures that are expected to be incurred during our fourth quarter of 2024.
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