v3.26.1
Fair Value Measurements
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 14 Fair Value Measurements

 

The following tables present fair value information as of March 31, 2026, and December 31, 2025. The Company’s financial liabilities that were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

 

March 31, 2026  Fair Value   (Level 1)   (Level 2)   (Level 3) 
Liabilities:                
Quantum Convertible Note, related party  $346,943   $—   $     —   $346,943 
Common stock issuance obligation  $12,798   $12,798   $—   $— 

 

December 31, 2025  Fair Value   (Level 1)   (Level 2)   (Level 3) 
Liabilities:                
Quantum Convertible Note, related party  $351,307   $—   $—   $351,307 
Common stock issuance obligation  $18,941   $18,941   $—   $— 
May 2025 Convertible Note  $361,821   $—   $—   $361,821 

Measurement

 

Quantum Convertible Note

 

The Company established the initial fair value for the Quantum Convertible Note as of June 25, 2024, which was the date the Quantum Convertible Note was funded. As of March 31, 2026, and December 31, 2025, the fair value was remeasured. As such, the Company used the Monte Carlo model (“MCM”) that fair values the debt. The MCM was used to value the Quantum Convertible Note for the initial periods and subsequent measurement periods. The initial value in excess of proceeds on June 25, 2024, was recognized in the statement of operations under loss on issuance of financial instruments. The change in fair value between December 31, 2025, and March 31, 2026, was recognized in the statement of operations under change in fair value of financial instruments.

 

The Quantum Convertible Note was classified within Level 3 of the fair value hierarchy at March 31, 2026, and December 31, 2025, due to the use of unobservable inputs. The key inputs into the MCM model for the Quantum Convertible Note were as follows at March 31, 2026, and December 31, 2025:

 

   March 31,
2026		   December 31,
2025		 
Risk-free interest rate   3.63%   3.53%
Expected term (years)   0.25    0.50 
Volatility   68.42%   95.22%
Stock price  $0.25   $0.37 

 

Common Stock Issuance Obligation

 

The Company established the initial fair value for the common stock issuance obligation to certain employees of the historical iDoc entity as of June 24, 2024, the date the Business Combination closed. As of March 31, 2026, and December 31, 2025, the fair value was remeasured. As the obligation is to issue shares of the Company’s common stock, the Company estimated the fair value of the obligation based on the shares of common stock expected to be issued and the closing price of the Company’s common stock on the date of the fair value measurement. As the key inputs into this fair value estimate are observable, the Company classified the common stock issuance obligation within Level 1 of the fair value hierarchy as of March 31, 2026, and December 31, 2025. The change in fair value between December 31, 2025, and March 31, 2026, was recognized as compensation expense within cost of revenues in the condensed consolidated statements of operations.

 

May 2025 Convertible Note

 

The Company established the initial fair value for the May 2025 Convertible Note as of May 30, 2025, which was the date the May 2025 Convertible was funded. As of March 31, 2026, the fair value was remeasured. As such, the Company used the MCM that fair values the debt. The MCM was used to value the May 2025 Convertible Note for the initial periods and subsequent measurement periods.

 

The May 2025 Convertible Note was classified within Level 3 of the fair value hierarchy as of March 31, 2026, and December 31, 2025, due to the use of unobservable inputs. The key inputs into the MCM model for the May 2025 Convertible Note were as follows at March 31, 2026, and December 31, 2025:

 

   March 31,
2026*		   December 31,
2025		 
Risk-free interest rate   -%   3.67%
Expected term (years)   -    0.08 
Volatility   -%   46.18%
Stock price  $    -   $0.38 

 

*The May 2025 Convertible Note was fully settled during the three months ended March 31, 2026

 

Level 3 Changes in Fair Value

 

The change in the fair value of the Level 3 financial liabilities for the period from December 31, 2025, through March 31, 2026, is summarized as follows:

 

   Quantum
Convertible
Note		   May 2025
Convertible
Note		   Total 
Fair value as of December 31, 2025  $351,307   $361,821   $713,128 
Conversion   -    (299,348)   (299,348)
Interest accrued   11,244    -    11,244 
Change in fair value   (15,608)   (62,473)   (78,081)
Fair value as of March 31, 2026  $346,943   $-   $346,943 

The change in the fair value of the Level 3 financial liabilities for the period from December 31, 2024, through March 31, 2025, is summarized as follows:

 

   Exchange
Note		   Equity
Line of
Credit		   Quantum
Convertible
Note,
related
party		   September
2024
Convertible
Note		   March
2025
Convertible
Note		   Total 
Fair value as of December 31, 2024  $1,499,000   $80,000   $3,248,000   $2,094,000   $-   $6,921,000 
Initial fair value at issuance   -    -    -    -    238,020    238,020 
Change in fair value   963,897    (35,047)   443,806    478,734    -    1,851,390 
Fair value as of March 31, 2025  $2,462,897   $44,953   $3,691,806   $2,572,734   $238,020   $9,010,410 

 

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various levels for the three months ended March 31, 2026, and March 31, 2025.