v3.26.1
Financing Arrangements
3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Financing Arrangements
7.
Financing arrangements

Convertible notes

On January 8, 2026, the Company issued unsecured convertible loan notes (the "Convertible Notes") to investors in an aggregate principal amount equal to the gross cash proceeds of $56.5 million. $15.6 million of the $56.5 million aggregate principal amount of issued Convertible Notes was purchased by investors that are considered related parties including Illumina Innovation Fund II, L.P., a fund affiliated with a member of the Company's board of directors and Sands Capital Life Sciences Pulse Fund II, L.P., a fund affiliated with a member of the Company's board of directors. The Convertible Notes mature 18 months from the initial issuance of the notes, if not earlier converted, and, after July 31, 2026, will accrue simple interest on a daily basis at 8% per annum. If Convertible Notes remain outstanding upon maturity, the Convertible Notes and all accrued and unpaid interest automatically convert into a variable number of shares of a new series of the Company's preferred stock with the number of shares dependent upon the trailing 12 months revenue and the Company's fully-diluted capitalization at maturity. In the event of an IPO, the Convertible Notes convert into shares of common stock at a conversion price equal to 85% of the offering price. The Convertible Notes are also subject to automatic or optional settlement in other events such as a qualifying or nonqualifying financing event or a change in control.

The Convertible Notes are accounted for under the fair value option, and issuance costs of $0.4 million were expensed upon closing. The Company recognized a loss on fair value remeasurement of the Convertible Notes of $8.6 million during the three months ended March 31, 2026.

Upon the closing of the Company's IPO, the Convertible Notes automatically converted into shares of its common stock as disclosed in Note 1— Description of Business and Basis of Presentation above.