Annual report pursuant to Section 13 and 15(d)

Long-Term Debt

v3.22.0.1
Long-Term Debt
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Long-Term Debt
Note 8—Long
-Term Debt
 
 
  
Secured Notes
(1)
 
  
May 2019
Debentures
 
  
March 2019
Debentures
 
  
Other
 
 
Total
 
As of January 1, 2021
  
$
115,350
 
  
$
23,240
 
  
$
31,665
 
  
$
920
 
 
$
171,175
 
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
 
Fair value of financial liabilities issued
     13,056       
—  
      
—  
       160
 
    13,216
 
Accretion of balance
     6,496        793        1,473        295
 
    9,057
 
Repayment
    
—  
      
—  
      
—  
       (68
    (68
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
 
As of December 31, 2021
  
$
134,902
 
  
$
24,033
 
  
$
33,138
 
  
$
1,307
 
 
$
193,380
 
    
 
 
    
 
 
    
 
 
    
 
 
   
 
 
 
  
Secured Notes
 
  
Stavola
Trust
Note
 
 
May 2019
Debentures
 
  
March
2019
Debentures
 
  
Other
 
 
Total
 
As of January 1, 2020
  
$
77,248
 
  
$
10,800
 
 
$
22,471
 
  
$
30,255
 
  
$
1,278
 
 
$
142,052
 
    
 
 
    
 
 
   
 
 
    
 
 
    
 
 
   
 
 
 
Fair value of financial liabilities issued
     13,072       
—  
 
   
—  
      
—  
      
—  
 
    13,072
 
Accretion of balance
     14,691       
—  
 
    769        1,410        92
 
    16,962
 
Provision for debt obligation fees
1
     10,339       
—  
 
   
—  
      
—  
      
—  
 
    10,339
 
Repayment
    
—  
       (10,800
   
—  
      
—  
       (450
    (11,250
    
 
 
    
 
 
   
 
 
    
 
 
    
 
 
   
 
 
 
As of December 31, 2020
  
$
115,350
 
  
$
—  
 
 
$
23,240
 
  
$
31,665
 
  
$
920
 
 
$
171,175
 
    
 
 
    
 
 
   
 
 
    
 
 
    
 
 
   
 
 
 
 
(1)
This amount includes the Company’s obligation to pay an exit fee of $10.0 million that accrues interest at a rate of 13% per annum (the “Exit Fee”) under the Secured Notes.
As of December 31, 2021, the total and unamortized discount costs were $30.3 million and $3.2 million, respectively (December 31, 2020—$30.3 million and $9.5 million, respectively). As of December 31, 2021, the total and unamortized debt issuance costs were $7.7 million and $2.5 million, respectively (December 31, 2020—$7.0 million and $3.5 million, respectively).
As of December 31, 2021, the total interest accrued on both current and long-term debt was $45.6 million (December 31, 2020—$23.3 million).

(a) Secured Notes
Tranche One
On May 14, 2018, the Company issued $40.0 million secured notes (the “Tranche One Secured Notes”) with a maturity date of May14, 2021. The notes provide that if there is a change in control, holders can require the Company to repay the Tranche One Secured Notes at a price equal to 105% of the then outstanding principal amount together with accrued and unpaid interest and fees; provided that, 90% or more of the principal amount outstanding on the date of the change of control has been tendered for redemption. The Tranche One Secured Notes
initially accrued
 interest at a rate of 13.0%, per annum, payable quarterly on the last business day of each fiscal quarter, beginning on June 29, 2018. In an event of default, the interest rate would increase by 3.0% to 16.0% per annum. Furthermore, the Company is required to pay the Exit Fee upon maturity of the Tranche One Secured Notes. However, the Exit Fee shall be forgiven and cancelled in full if, no later than five days prior to the maturity date, the Company pays the amounts outstanding at such time (other than the Exit Fee) in full.
The Company issued the Tranche One Secured Notes in the principal amount of $40 
million to Gotham Green Partners (“GGP”) Senior Secured (“Tranche One”) debt on the closing date. Because the conversion price
of $3.08 was less than the stock price, this gave rise to a beneficial conversion feature valued at $7.9 million. The Company recognized this beneficial conversion feature as a debt discount and additional paid in capital on the closing date. The discount to the Tranche One Secured Notes is being amortized to accretion expense until maturity or its earlier repayment or conversion. During the year ended December 31, 2021, the amount of amortization recorded in accretion expense was $1.0 million (December 31, 2020—$2.6 million).

The debt host
contract is being accounted for using the guidance applicable to
non-convertible
debt under ASC 470 and was assigned relative fair value of $26.2 million at issuance. It was recorded on the consolidated balance sheets, net of issuance costs of $2.3 million. During the year ended December 31, 2021, interest expense and accretion expense of $6.7 million and $2.4 million, respectively, were recorded on the consolidated statements of operations (December 31, 2020—$6.4 million and $6.0 million, respectively).
The Tranche One Secured Notes were issued with warrants to purchase, in aggregate, up to 6,670,372 common shares of the Company at an exercise price of $3.60 per share (“Equity Warrants”). The Equity Warrants expired on May 14, 2021. In accordance with ASC
815-10,
the Equity Warrants were treated as freestanding financial
instruments
, qualified for the scope exception under ASC
815-10-15-74,
and were recorded at relative fair value in shareholders’ equity on the consolidated balance sheets. At issuance, the Equity Warrants were valued at $8.4 million, net of issuance costs.
Concurrent with the issuance of the Tranche One Secured Notes, $10.0 million comprising of 3,891,051 units (“Units”) of the Company were issued. Each Unit is comprised of one Class A common share of the Company at $2.57 per share and a warrant to purchase one Class A share of the Company at an exercise price of $3.86 per share (“Warrants”). The Warrants expired on May 14, 2021. In accordance with ASC
815-10,
the Warrants were recorded at relative fair value in
paid-in-capital
within shareholders’ equity on the consolidated balance sheets. At issuance, the Warrants were valued at $4.8 million, net of issuance costs. The Class A Shares were also classified as equity and were recorded at their relative fair value of $8.6 million, net of issuance costs.
The fair values of the debt host contract, Equity Warrants and the Warrants were estimated using the Black-Scholes model, with a volatility of 88.3%, dividend yield of 0.0% and risk-free rate of 2.0%. Issuance costs of $4.4 million were allocated to each of the instruments in proportion to the total proceeds allocated to each. Any issuance costs directly and distinctly related to a specific instrument were allocated to that instrument only. The fair value of the Class A shares was determined using the closing market price of common shares on the date of issuance as the Class A shares may be exchanged for common shares upon issuance at an exchange ratio of
1:1
.

All
the equity warrants expired on May 14, 2021,
 
and the related balance moved within shareholders’ equity on the consolidated balance sheets.
The terms of the Tranche One Secured Notes impose certain restrictions on the Company’s operating and financing activities, including certain restrictions on the Company’s ability to: incur certain additional indebtedness; grant liens; make certain dividends and other payment restrictions affecting the Company’s subsidiaries; issue shares or convertible securities; and sell certain assets. The financing is secured by all current and future assets of the Company and the rights of the remaining lenders are subordinate to the Tranche One Secured Notes.
As of March 31, 2020, the Company was not in compliance with the market value test and the Company did not make interest payments, therefore in breach of a financial covenant for the Tranche One Secured Notes, Tranche Two Secured Notes (as defined herein), and Tranche Three Secured Notes (as defined herein). Furthermore, the Company was in default on its Secured Notes as of March 31, 2020, and as a result, an event of default occurred on April 4, 2020. This default was triggered on the Company’s long-term debt, which as of December 31, 2021, consisted of $97.5 million and $60.0 million of principal amount and $30.9 million and $9.6 million in accrued interest with respect to the Secured Notes and Unsecured Debentures, respectively. As a result of the default, the Company is classifying the Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes as current liabilities on the consolidated balance sheets. As of December 31, 2021, the Company is still in default on the Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes due to nonpayment of interest. Further details on the default are disclosed in Note 17.
For the year ended December 31, 2021, interest expense of $1.7 million (December 31, 2020
 $3.4 million), was recorded in relation to the Exit Fee on the consolidated statements of operations. As of December 31, 2021, the Company accrued $15.4 million (December 31, 2020—$13.8 million) related to the Exit Fee, comprised of an aggregate principal amount of $10.3 million and $5.1 
million in accrued interest (December 31, 2020 – an aggregate principal amount of
$10.3 million and $3.5 million in accrued interest). Furthermore, as a result of this default, the Company is classifying the Exit Fee as a current liability on the consolidated balance sheets as of December 31, 2021.
On July 10,
2020, the Company entered into the Restructuring Support Agreement (
f
urther details are disclosed in Note 2 (b) and Note 17), pursuant to which market value test has been eliminated and principal amount with respect to Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes will remain outstanding until the closing of the Recapitalization Transaction and interest will continue to accrue at default rate of 16.0% per annum until such time.

Tranche Two
On September 30, 2019, the Company issued an additional $20.0 million of secured notes (the “Tranche Two Secured Notes”). The Tranche Two Secured Notes accrue
d
interest at 13.0%, mature
d on
May 14, 2021, and are convertible into 10,582,011 shares of the Company at $1.89 per share (“Tranche Two Conversion Option”). The Tranche Two Secured Notes were issued with warrants to purchase, in aggregate, up to 5,076,142 shares of the Company at an exercise price of $1.97 per share (“Tranche Two Equity Warrants”). The Tranche Two Equity Warrants expired on May 14, 2021.

The
 debt host contract is being accounted for using the guidance applicable to
non-convertible
debt under ASC 470 and was assigned relative fair value of $17.3 million at issuance. It was recorded on the consolidated balance sheets, net of issuance costs of $0.3 million. During the year ended December 31, 2021, interest expense and accretion expense of $3.2 million and $
0.7 
million, respectively, were recorded on the consolidated statements of operations (December 31, 2020—$3.1 million and $1.8 million, respectively).

In accordance
with ASC
815-10,
the Tranche Two Equity Warrants were treated as freestanding financial instruments, qualified for the scope exception under ASC
815-10-15-74,
and were recorded at relative fair value in shareholders’ equity on the consolidated balance sheets as of December 31, 2021. At issuance the Tranche Two Equity Warrants were valued at $2.6 million, net of issuance costs.
The fair values of the debt host contract and the Tranche Two Equity Warrants were estimated using the Black-Scholes model, with a volatility of 77.97%, dividend yield of 0.0% and risk-free rate of 1.6%. Issuance costs of $0.3 million were allocated to each of the instruments in proportion to the total proceeds allocated to each. Any issuance costs directly and distinctly related to a specific instrument were allocated to that instrument only.
All the equity warrants expired on
May 14, 202
1,
and the related balance moved within shareholders’ equity on the consolidated balance sheets.
Pursuant to the Restructuring Support Agreement, the principal amount of the Tranche Two Secured Notes will remain outstanding until the closing of the Recapitalization Transaction and interest will continue to accrue at default rate of 16.0% per annum until such time.
All terms, restrictions and financial covenants applicable to the Tranche One Secured Notes are also applicable to Tranche Two Secured Notes.

Tranche Three
On December 20, 2019, the Company issued an additional $36.2 million of secured notes (the “Tranche Three Secured Notes”). The Tranche Three Secured Notes
 
accrued
interest at 13.0%, mature
d
 
on
May 14, 2021, and are convertible into 22,448,415 shares of the Company at a conversion price of $1.61 per share (“Tranche Three Conversion Option”). The Tranche Three Secured Notes were issued with warrants to purchase, in aggregate, up to 10,792,508 shares of the Company at an exercise price of $1.67 per share (“Tranche Three Equity Warrants”). The Tranche Three Equity Warrants expired on May 14, 2021.
The debt host contract is being accounted for using the guidance applicable to
non-convertible
debt under ASC 470 and was assigned a relative fair value of $30.9 million at issuance. It was recorded on the consolidated balance sheets, net of issuance costs of $0.6 million. During the year ended December 31, 2021, interest expense and accretion expense of $
5.9 
million and $
1.6 
million, respectively, were recorded on the consolidated statements of operations (December 31, 2020—$5.6 million and $4.1 million, respectively).
In accordance with ASC
815-10,
the Tranche Three Equity Warrants were treated as freestanding financial instruments, qualified for the scope exception under ASC
815-10-15-74,
and were recorded at relative fair value in shareholders’ equity on the consolidated balance sheets. At issuance, the Tranche Three Equity Warrants were valued at $5.1 million, net of issuance costs.
The fair value of the debt host contract was determined using the present value of future cash outflows discounted at the estimated market borrowing rate for the Company at the time of borrowing. The fair value of the Tranche Three Equity Warrants was estimated using the Black-Scholes model, with a volatility ranging of 74.6%, dividend yield of 0.0% and risk-free rate of 1.7%. Issuance costs of $0.7 million were allocated to each instrument in proportion to the total proceeds allocated to each. Any issuance costs directly and distinctly related to a specific instrument were allocated to that instrument only.
All the equity warrants expired on May 14, 2021,
and related balance moved within shareholders’ equity on the consolidated balance sheets.
Pursuant to the Restructuring Support Agreement, the principal amount of the Tranche Three Secured Notes will remain outstanding until the closing of the Recapitalization Transaction and interest will continue to accrue at default rate of 16.0% per annum until such time.
All terms, restrictions and financial covenants applicable to the Tranche One Secured Notes and Tranche Two Secured Notes are also applicable to Tranche Three Secured Notes.

Tranche Four
On July 13, 2020, as part of the Recapitalization Transaction, the Company issued an additional $14.7 million as the Tranche Four Secured Notes. The net proceeds of the Tranche Four Secured Notes were placed in escrow, and the availability of the funds are subject to drawdown requests that must be approved by the Secured Lenders, per the terms of the Restructuring Support Agreement. The Tranche Four Secured Notes are subject to a 5.0% original issue discount, accrue interest at 8.0
% and
 mature on July 13, 2025. In an event of default, the interest rate would increase by 8.0% to 16.0% per annum. The Company is not permitted to redeem, convert, or prepay the Tranche Four Secured Notes prior to July 13, 2023 without prior written consent of the lenders.
The host debt, classified as a liability, was recognized at the fair value of $12.5 million, net of issuance costs. The debt instrument was recorded on the consolidated balance sheets, net of issuance costs of $2.2 million.
Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being September 30, 2020), and such amount thereafter becoming part of the principal amount and will accrue interest. Interest paid in kind will be payable on the date that all of the principal amount is due and payable.
During the year ended December 31, 2021, interest expense of $1.3 million (
December 31, 2020 –
$0.6 million) and accretion expense of $0.4 million (December 31, 2020—
$0.2
million) were recorded on the consolidated statements of operations. As of December 31, 2021, the Company held $Nil 
(December 31, 2020—$0.4) of restricted cash in escrow from the Tranche Four Secured Notes.
All terms, restrictions, and financial covenants applicable to the Tranche One Secured Notes, Tranche Two Secured Notes, and Tranche Three Secured Notes discussed above, are also applicable to the Tranche Four Secured Notes. The Company remains in default with respect to the Tranche One Secured Notes, Tranche Two Secured Notes and Tranche Three Secured Notes, due to failure to remit applicable interest payments between March 2020 and December 2021. Thus all amounts owing on the Tranche One Secured Notes, Tranche Two Secured Notes and Tranche Three Secured Notes are classified as current liabilities on the consolidated balance sheets. As interest on the Tranche Four Secured notes are paid in kind by adding the accrued amount into the principal, the Company is currently in compliance with the Tranche Four Secured Notes as of December 31, 2021. Therefore, the Tranche Four Secured Notes are classified as long-term liabilities on the consolidated balance sheets.
iAnthus New Jersey, LLC Senior Secured Bridge Notes
On February 2, 2021, INJ issued an aggregate of $11.0 million of senior secured bridge notes (“Senior Secured Bridge Notes”) which mature on the earlier of (i) February 2, 2023, (ii) the date on which the Company closes a
Qualified
Financing (as defined below) and (iii) such earlier date that the principal amount may become due and payable pursuant to the terms of such notes. The net proceeds of the Senior Secured Bridge Notes were placed in
escrow
, and the availability of the funds are subject to drawdown requests that must be approved by the Secured Lenders. The Senior Secured Bridge Notes accrue interest at a rate of 14.0% per annum (increasing to 25.0% per annum in the event of default and decreasing to 8.0% per annum upon the completion of the Company’s Recapitalization Transaction). “Qualified Financing” means a transaction or series of related transactions resulting in net proceeds to the Company of not less than $10 million from the subscription of the Company’s securities, including, but not limited to, a private placement or rights offering.
The host debt, classified as a liability, was recognized at the fair value of $10.3 million, net of issuance costs. The debt instrument was recorded on the consolidated balance sheets, net of issuance costs of $0.7 million.
Interest is to be paid in kind by adding the interest accrued on the principal amount on the last day of each fiscal quarter (the first such interest payment date being March 31, 2021) and such amount thereafter becoming part of the principal amount and will accrue interest. Interest paid in kind will be payable on the date that all of the principal amount is due and payable.
For the year ended December 31, 2021, interest expense of $1.5 million (December 31, 2020—$Nil), and accretion expense of $0.3 million (December 31, 2020—$Nil), were recorded on the consolidated statements of operations. As of December 31, 2021, the Company held $3.3 
million (December 31, 2020—$
Nil) of restricted cash in escrow from the Senior Secured Bridge Notes. Refer to Note 2(e) for further discussion.
The Senior Secured Bridge Notes are secured by a security interest in certain assets of INJ. The Company provided a guarantee in respect of all of the obligations of INJ under the Senior Secured Bridge Notes. The Company is currently in compliance with the Senior Secured Bridge Notes as of December 31, 2021. Therefore, the Senior Secured Bridge Notes are classified as long-term liabilities on the consolidated balance sheets.
(b) March 2019 Debentures
On March 18, 2019, the Company completed a private placement of $35.0 million of unsecured convertible debentures (the “March 2019 Debentures”) and corresponding warrants to purchase 2,177,291 common shares of the Company at an exercise price of $6.43 per share from closing date until March 15, 2022 (“March 2019 Equity Warrants”). The March 2019 Debentures bear interest at a rate of 8.0%, per annum, payable quarterly on the last business day of each fiscal quarter, beginning on March 31, 2019. Interest is paid in cash, shares, or a combination of cash and shares, up to 50%, at the Company’s election. The March 2019 Debentures mature on March 15, 2023.
The March 2019 Debentures are convertible into 5,912,159 common shares of the Company at $5.92 per share (“March 2019 Conversion Option”). The holders of the March 2019 Debentures may elect to convert the outstanding principal and accrued unpaid interest, in part or in full, at any time following issuance. The Company may force the conversion of the March 2019 Debentures into common shares of the Company at any time following July 16, 2019, if the daily volume weighted average trading price of the Company’s common shares on the OTC Markets is greater than $10.29 for any ten consecutive trading days.
The debt host contract is being accounted for using the guidance applicable to
non-convertible
debt under ASC 470 and was assigned relative fair value of $30.3 million at issuance. It is recorded on the consolidated
 
balance sheets, net of issuance costs of $1.2 million. During the year ended December 31, 2021, interest expense and accretion expense of $2.8 million and $1.5 million, respectively, were recorded on the consolidated statements of operations (December 31, 2020—$2.8 million and $1.4 million, respectively).
In accordance
with ASC
815-10,
the March 2019 Equity Warrants were treated as freestanding financial instruments, qualified for the scope exception under ASC
815-10-15-74,
and were recorded at relative fair value in shareholders’ equity on the consolidated balance sheets. At issuance, the March 2019 Equity Warrants were valued at $4.5 million, net of issuance costs.
The
 fair value of the debt host contract was determined using the present value of future cash outflows discounted at the estimated market borrowing rate for the Company at the time of borrowing. The fair value of the March 2019 Equity Warrants was estimated using the Black-Scholes model, with a volatility of 74.7%, dividend yield of 0.0% and risk-free rate of 2.4%. Issuance costs of $1.3 million were allocated to each instrument in proportion to
the
total proceeds allocated to each. Any issuance costs directly and distinctly related to a specific instrument were allocated to that instrument only.
In relation to the issuance of the March 2019 Debentures, the Company incurred fees of $1.3 million which comprises $0.7 million in common shares and $0.6 million in cash. Issuance costs were allocated to each instrument in proportion to the total proceeds allocated to each.
The terms of the March 2019 Debentures impose certain restrictions on its operating and financing activities, including certain restrictions on the Company’s ability to incur certain additional indebtedness at the subsidiary level. As of December 31, 2021, the Company is still in default on its interest obligations to the holders of the Secured Notes. This default triggered a cross-default on its interest obligations to the holders of the March 2019 Debentures. Further, as a result of this default the Company is classifying the debt as a current liability as the Unsecured Debentures are due on demand. The event of default is applicable to all amounts outstanding under the Unsecured Debentures.
(c) May 2019 Debentures
On May 2, 2019, the Company completed a private placement of $25.0 million of unsecured convertible debentures (the “May 2019 Debentures”) and corresponding warrants to purchase 1,555,207 common shares of the Company at an exercise price of $6.43 per common share from the closing date until March 15, 2022 (“May 2019 Equity Warrants”). The May 2019 Debentures bear interest at a rate of 8.0%, per annum, payable quarterly on the last business day of each fiscal quarter, beginning on June 30, 2019. Interest is paid in cash, shares, or a combination of cash and shares, up to 50%, at the Company’s election. The May 2019 Debentures mature on March 15, 2023.
The May 2019 Debentures are convertible into 4,222,971 common shares of the Company at $5.92 per share (“May 2019 Conversion Option”). The holders of the May 2019 Debentures may elect to convert the outstanding principal and accrued unpaid interest, in part or in full, at any time following issuance. The Company may force the conversion of the May 2019 Debentures into common shares of the Company at any time following September 1, 2019, if the daily volume weighted average trading price of the Company’s common shares on the OTC Markets is greater than $10.29 for any ten consecutive trading days.
The debt host contract is being accounted for using the guidance applicable to
non-convertible
debt under ASC 470 and was assigned relative fair value of $22.3 million at issuance. It is recorded on the consolidated balance sheets, net of issuance costs of $0.4 million. During the year ended December 31, 2021, interest expense and accretion expense of $2.0 million and $0.8 million, respectively, were recorded on the consolidated statements of operations (December 31, 2020
—$2.0
 
million and $0.8 million, respectively).
In accordance with ASC
 
815-10,
the May 2019 Equity Warrants were treated as freestanding financial instruments, qualified for the scope exception under ASC
815-10-15-74,
and were recorded at relative fair value in shareholders’ equity on the consolidated balance sheets. At issuance the May 2019 Equity Warrants were valued at $2.6 million, net of issuance costs.
The fair value of the debt host contract was determined using the present value of future cash outflows discounted at the estimated market borrowing rate for the Company at the time of borrowing. The fair value of the May 2019 Equity Warrants was estimated using the Black-Scholes model, with a volatility of 73.6%, dividend yield of 0.0% and risk-free rate of 2.3%. Issuance costs of $0.4 million were allocated to each instrument in proportion to the total proceeds allocated to each. Any issuance costs directly and distinctly related to a specific instrument were allocated to that instrument only.
In relation to the issuance of the May 2019 Debentures, the Company incurred fees of $0.4 million which comprises $0.1 million in common shares and $0.3 million in cash. Issuance costs were allocated to each instrument in
 
proportion to the total proceeds allocated to each.
The terms of the May 2019 Debentures impose certain restrictions on its operating and financing activities, including certain restrictions on the Company’s ability to incur certain additional indebtedness at the subsidiary level. As of December 31, 2021, the Company is still in default on its interest obligations to the holders of the Secured Notes. This default triggered a cross-default on its interest obligations to the holders of the May 2019 Debentures. Further,
as a result of this default the Company is classifying the debt as a current liability as the Unsecured Debentures are due on demand. The event of default is applicable to all amounts outstanding under the Unsecured Debentures.
(d) Stavola Trust Note
As part of the MPX Acquisition, the Company assumed a long-term note (the “Stavola Trust Note”) of $10.8 million, payable to the Elizabeth Stavola 2016 NV Irrevocable Trust. This trust is for the benefit of a former director and officer of the Company, Elizabeth Stavola, and
was
 therefore a related party balance. The note had a maturity date of January 19, 2020, and an interest rate of 8.0% per annum. Repayment of the note was secured by the assets of certain subsidiaries of the Company. On January 10, 2020, the Stavola Trust Note was paid in full.