Fair Value Measurements

12 Months Ended

Dec. 31, 2025

Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below:

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Level 1: Quoted prices in active markets for identical assets or liabilities.

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Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

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Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets.

The Company has investments in money market accounts, which are included in cash and cash equivalents on the balance sheets. Certain treasury bills are also considered cash equivalents if their maturities are three months or less at the time of purchase. Fair value inputs for these investments are considered Level 1 measurements within the fair value hierarchy since money market account and treasury bill fair values are known and observable through daily published floating net asset values. The Company obtains the fair value of its Level 2 financial instruments from third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs are observable. The Company validates the prices provided by the third-party pricing services by reviewing their pricing methods and matrices and obtaining market values from other pricing sources. The Company did not adjust or override any fair value measurements as of December 31, 2025 or December 31, 2024. The Company does not have any investments classified as Level 3 and no investment transferred between classification levels during the year ended December 31, 2025.

The following table summarizes the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of December 31, 2025 and 2024, respectively (in thousands).


	Fair Value Measurements Using
December 31, 2025	Fair Value		Level 1		Level 2		Level 3
Cash equivalents
Money market	$	1,513	$	1,513	$	—	$	—
Treasury bills		6,983		6,983		—		—
Total cash equivalents	$	8,496	$	8,496	$	—	$	—

Investments
Treasury bills	$	2,853	$	2,853	$	—	$	—
Government agency bonds		1,503		1,503		—		—
Total investments	$	4,356	$	4,356	$	—	$	—

	Fair Value Measurements Using
December 31, 2024	Fair Value		Level 1		Level 2		Level 3
Cash equivalents
Money market	$	74	$	74	$	—	$	—
Total cash equivalents	$	74	$	74	$	—	$	—

Investments
Treasury bills	$	2,062	$	—	$	2,062	$	—
Government agency bonds		772		772		—		—
Money market		696		696		—		—
Total investments	$	3,530	$	1,468	$	2,062	$	—

Liabilities recorded at fair value

Convertible Notes

The Company elected to account for convertible notes (consisting of funding notes and exchange notes) issued on February 13, 2025 at fair value as of the issuance date and immediately before their settlement date of March 4, 2025. The convertible notes are valued using the binomial lattice model with the following key level 3 inputs:


	At issuance			At settlement
Interest rate	4.18% - 4.28%				3.99	%
Remaining term (years)		1.0			0.94
Volatility		77.5	%		119.2	%
Fair value of common stock	$	1.20		$	0.30

The following table provides a roll forward of the fair value of the convertible notes during the year ended December 31, 2025 (in thousands):


	Funding Notes			Exchange Notes
Beginning balance as of January 1, 2025	$	—		$	—
Issuance		3,968			3,763
Change in fair value		(265	)		(251	)
Settlement		(3,703	)		(3,512	)
Ending balance as of December 31, 2025	$	—		$	—

Warrants

The Company issued March 2025 Series A and March 2025 Series B common stock warrants in connection with the March 2025 Private Placement. The March 2025 Series A and March 2025 Series B common stock warrants are accounted for as liabilities at fair value at issuance date, and immediately prior to their extinguishment and modification, respectively, on June 17, 2025. The March 2025 Series A common stock warrants were valued using the Monte Carlo simulation, with the following key level 3 inputs:


	At issuance			At modification and extinguishment
Interest rate		3.98	%		3.91	%
Remaining term (years)		6.1			4.9
Volatility		123.7	%		135.6	%

The March 2025 Series B Warrants were valued immediately prior to exercise, using the Monte Carlo simulation with the following inputs for the exercises that occurred before the modification on June 17, 2025:


		At exercise
Interest rate		3.85% - 4.06%
Remaining term (years)		4.9 - 5.0
Volatility		133.9% - 135.8%

In addition, the February 2025 Warrants issued in connection with the Funding Notes were required to be classified as liabilities and recorded at fair value. The Company estimated the fair value of the February 2025 Warrants using the Black Scholes model at issuance as of February 13, 2025 and as of their redemption date of March 4, 2025, using the following level 3 inputs:


	At issuance			At settlement
Interest rate		4.30	%		4.30	%
Remaining term (years)		5.0			4.95
Volatility		98.5	%		102.1	%
Fair value of common stock	$	1.20		$	0.30

The table below provides a summary of the fair value of the Company’s warrant liability during year ended December 31, 2024 (in thousands):


	Twelve Months Ended December 31, 2024
Warrant liability
Beginning balance as of January 1, 2024	$	—
Issuance of warrants		10,854
Change in fair value of warrants		(5,654	)
Reclassification to equity		(5,200	)
Ending balance as of December 31, 2024	$	—

The following table provides a roll forward of the fair value of liability classified common stock warrants during the year ended December 31, 2025 (in thousands):


	February 2025 Warrants			March 2025 Series A Warrants			March 2025 Series B Warrants			Total
Beginning balance as of January 1, 2025	$	—		$	—		$	—		$	—
Issuance		2,762			2,005			11,243			16,010
Change in fair value		(2,231	)		335			5,043			3,147
Settlement		(531	)		—			(858	)		(1,389	)
Modification and extinguishment		—			(2,340	)		(4,461	)		(6,801	)
Reclassification to equity		—			—			(10,967	)		(10,967	)
Ending balance as of December 31, 2025	$	—		$	—		$	—		$	—

Investor Liability Pursuant to Letter Agreement and Support Letters

The repayment obligation owed to certain March 2025 Private Placement Purchasers pursuant to the amended Letter Agreement and Support Letters is accounted for at fair value as a financial liability in accordance with ASC 480. The Company measures the fair value of the repayment obligation using Level 3 inputs. As of December 31, 2025, the Company had a liability

of approximately $4.5 million on its consolidated balance sheet related to this repayment obligation. Refer to Note 15 Stockholders’ Equity for further details.

Nonfinancial Assets and Liabilities

The Company applies fair value techniques on a non-recurring basis, if and when necessary, associated with: (1) valuing potential impairment losses related to goodwill and intangible assets which are accounted for pursuant to the authoritative guidance for intangibles—goodwill and other; and (2) valuing potential impairment losses related to long-lived assets which are accounted for pursuant to the authoritative guidance for property, plant and equipment. There was no impairment related to long lived assets, intangible assets, or goodwill during the years ended December 31, 2025 or 2024.