| Schedule of Fair Value of Derivative Liabilities |
The
following tables summarize the Company’s derivative liabilities as of March 31, 2026 and December 31, 2025 as discussed in Note 8 – Convertible and Redeemable Preferred Stock and Stockholders’ Deficit (in thousands):
Schedule of Fair Value of Derivative Liabilities
| | |
Fair Value |
| | |
March 31, 2026 | | |
December 31, 2025 | | |
Leveling |
| Purchase rights | |
$ | 1,168 | | |
$ | 1,006 | | |
Level 3 |
| Total derivative liabilities | |
$ | 1,168 | | |
$ | 1,006 | | |
|
|
| Schedule of Change in Fair Value of Level 3 Financial Liabilities |
The
following table summarizes the changes in Level 3 financial liabilities related to Baker Notes, Exchanged SSNs, and Aditxt Notes measured
at fair value on a recurring basis for the three months ended March 31, 2026 (in thousands):
Schedule of Change in Fair Value of Level 3 Financial Liabilities
| | |
Baker Notes
(Assigned to Future Pak;
Note 4) | | |
Total Exchanged SSNs and
Aditxt Notes
(Note 4) | | |
Total | |
| Balance at December 31, 2025 | |
$ | 15,510 | | |
$ | 5,939 | | |
$ | 21,449 | |
| Payments | |
| (351 | ) | |
| - | | |
| (351 | ) |
| Change in fair value presented in the condensed consolidated statement of comprehensive operations | |
| 22 | | |
| (2,197 | ) | |
| (2,175 | ) |
| Change in fair value presented in the condensed consolidated statements of operations | |
| - | | |
| - | | |
| - | |
| Balance at March 31, 2026 | |
$ | 15,181 | | |
$ | 3,742 | | |
$ | 18,923 | |
The
following table summarizes the changes in Level 3 financial liabilities related to Baker Notes, Exchanged SSNs, and Aditxt Notes measured
at fair value on a recurring basis for the three months ended March 31, 2025 (in thousands):
| | |
Baker Notes
(Assigned to Future Pak;
Note 4) | | |
Total SSNs
(Note 4) | | |
Total | |
| Balance at December 31, 2024 | |
$ | 13,801 | | |
$ | 1,173 | | |
$ | 14,974 | |
| Change in fair value presented in the condensed consolidated statement of comprehensive operations | |
| 32 | | |
| (679 | ) | |
| (647 | ) |
| Balance at March 31, 2025 | |
$ | 13,833 | | |
$ | 494 | | |
$ | 14,327 | |
The
following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a
recurring basis for the three months ended March 31, 2026 (in thousands):
| | |
Purchase Rights | | |
Derivative Liabilities Total | |
| Balance at December 31, 2025 | |
$ | 1,006 | | |
$ | 1,006 | |
| Change in fair value presented in the condensed consolidated statements of operations | |
| 162 | | |
| 162 | |
| Balance at March 31, 2026 | |
$ | 1,168 | | |
$ | 1,168 | |
The
following table summarizes the changes in Level 3 financial liabilities related to derivative liabilities measured at fair value on a
recurring basis for the three months ended March 31, 2025 (in thousands):
| | |
Purchase Rights | | |
Derivative Liabilities Total | |
| Balance at December 31, 2024 | |
$ | 1,359 | | |
$ | 1,359 | |
| Beginning balance | |
$ | 1,359 | | |
$ | 1,359 | |
| Change in fair value presented in the condensed consolidated statements of operations | |
| (1,221 | ) | |
| (1,221 | ) |
| Balance at March 31, 2025 | |
$ | 138 | | |
$ | 138 | |
| Ending balance | |
$ | 138 | | |
$ | 138 | |
|
| Schedule of Fair Value of Derivative Liabilities |
The
following tables summarize the Company’s convertible debt instruments as of March 31, 2026 and December 31, 2025, respectively
(in thousands):
Schedule of Fair Value of Financial Liabilities
| | |
Principal | | |
Accrued | | |
Net Carrying | | |
Fair Value |
| As of March 31, 2026 | |
Amount | | |
Interest | | |
Amount | | |
Amount | | |
Leveling |
| Baker Notes(1)(2) | |
$ | 123,175 | | |
$ | - | | |
$ | 123,175 | | |
$ | 15,181 | | |
Level 3 |
| Adjuvant Notes(3) | |
| 22,500 | | |
| 10,884 | | |
| 33,384 | | |
| N/A | | |
N/A |
| December 2022 Notes(1) (4) | |
| 655 | | |
| - | | |
| 655 | | |
| 202 | | |
Level 3 |
| February 2023 Notes (1) (4) | |
| 984 | | |
| - | | |
| 984 | | |
| 304 | | |
Level 3 |
| March 2023 Notes (1) (4) | |
| 1,144 | | |
| - | | |
| 1,144 | | |
| 354 | | |
Level 3 |
| April 2023 Notes (1) (4) | |
| 736 | | |
| - | | |
| 736 | | |
| 228 | | |
Level 3 |
| July 2023 Notes (1) (4) | |
| 1,436 | | |
| - | | |
| 1,436 | | |
| 444 | | |
Level 3 |
| August 2023 Notes (1) (4) | |
| 1,003 | | |
| - | | |
| 1,003 | | |
| 310 | | |
Level 3 |
| September 2023 Notes (1) (4) | |
| 3,417 | | |
| - | | |
| 3,417 | | |
| 1,057 | | |
Level 3 |
| Aditxt Notes(1) | |
| 4,007 | | |
| - | | |
| 4,007 | | |
| 843 | | |
Level 3 |
| Totals | |
$ | 159,057 | | |
$ | 10,884 | | |
$ | 169,941 | | |
$ | 18,923 | | |
N/A |
| | |
Principal | | |
Accrued | | |
Net Carrying | | |
Fair Value |
| As of December 31, 2025 | |
Amount | | |
Interest | | |
Amount | | |
Amount | | |
Leveling |
| Baker Notes(1)(2) | |
$ | 120,510 | | |
$ | - | | |
$ | 120,510 | | |
$ | 15,510 | | |
Level 3 |
| Adjuvant Notes(3) | |
| 22,500 | | |
| 10,270 | | |
| 32,770 | | |
| N/A | | |
N/A |
| December 2022 Notes(1) (4) | |
| 642 | | |
| - | | |
| 642 | | |
| 320 | | |
Level 3 |
| February 2023 Notes (1) (4) | |
| 965 | | |
| - | | |
| 965 | | |
| 482 | | |
Level 3 |
| March 2023 Notes (1) (4) | |
| 1,122 | | |
| - | | |
| 1,122 | | |
| 560 | | |
Level 3 |
| April 2023 Notes (1) (4) | |
| 722 | | |
| - | | |
| 722 | | |
| 360 | | |
Level 3 |
| July 2023 Notes (1) (4) | |
| 1,407 | | |
| - | | |
| 1,407 | | |
| 702 | | |
Level 3 |
| August 2023 Notes (1) (4) | |
| 983 | | |
| - | | |
| 983 | | |
| 491 | | |
Level 3 |
| September 2023 Notes (1) (4) | |
| 3,350 | | |
| - | | |
| 3,350 | | |
| 1,672 | | |
Level 3 |
| Aditxt Notes(1) | |
| 3,928 | | |
| - | | |
| 3,928 | | |
| 1,352 | | |
Level 3 |
| Totals | |
$ | 156,129 | | |
$ | 10,270 | | |
$ | 166,399 | | |
$ | 21,449 | | |
N/A |
| (1) |
These
liabilities were carried at fair value in the condensed consolidated balance sheets as of the applicable reporting date. As such, the principal and accrued interest
was included in the determination of fair value. The related debt issuance costs were expensed. |
| (2) |
The
Baker Notes principal amount includes $39.4 million and $36.4 million of interest paid in-kind as of March 31, 2026 and December
31, 2025, respectively. |
| (3) |
The
Adjuvant Notes are recorded in the condensed consolidated balance sheets at their net carrying amount which includes principal and
accrued interest. |
| (4) |
For
accounting purposes, the Company accounted for the Exchanged SSNs as a modification of the Original SSNs rather than as an extinguishment
which would require derecognizing the fair value of Original SSNs and related accumulated other comprehensive loss and replacing
them with the fair value of the Exchanged SSNs. |
|