FAIR VALUE MEASUREMENTS (Tables)
|
3 Months Ended |
12 Months Ended |
Mar. 31, 2026 |
Dec. 31, 2025 |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Fair Value of Financial Assets and Financial Liabilities |
The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2026 and December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2026 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
SYME Convertible Note Receivable (related party) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,366,100 |
|
|
$ |
2,366,100 |
|
Tekne Convertible Note Receivable |
|
|
— |
|
|
|
— |
|
|
|
20,547,999 |
|
|
|
20,547,999 |
|
H&K Investment |
|
|
11,652,441 |
|
|
|
— |
|
|
|
— |
|
|
|
11,652,441 |
|
Tekne Investment |
|
|
— |
|
|
|
— |
|
|
|
1,012,000 |
|
|
|
1,012,000 |
|
SYME Bonds (related party) |
|
|
— |
|
|
|
— |
|
|
|
5,647,818 |
|
|
|
5,647,818 |
|
Total assets |
|
$ |
11,652,441 |
|
|
$ |
— |
|
|
$ |
29,573,917 |
|
|
$ |
41,226,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of debt: |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value debt |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
38,433,921 |
|
|
$ |
38,433,921 |
|
SEPA liability |
|
|
— |
|
|
|
— |
|
|
|
2,994,500 |
|
|
|
2,994,500 |
|
Warrant liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
February 2026 Offering Common Warrants |
|
|
— |
|
|
|
— |
|
|
|
5,080,540 |
|
|
|
5,080,540 |
|
February 2026 Offering Pre-Funded Warrants |
|
|
— |
|
|
|
— |
|
|
|
376,198 |
|
|
|
376,198 |
|
2025 Offering Common Stock Warrants |
|
|
— |
|
|
|
— |
|
|
|
93,610 |
|
|
|
93,610 |
|
Junior Note Warrants |
|
|
— |
|
|
|
— |
|
|
|
66,992 |
|
|
|
66,992 |
|
Contingent Consideration |
|
|
— |
|
|
|
— |
|
|
|
625,491 |
|
|
|
625,491 |
|
Total liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
47,671,252 |
|
|
$ |
47,671,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
SYME Convertible Note Receivable (related party) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,585,100 |
|
|
$ |
2,585,100 |
|
Total assets |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,585,100 |
|
|
$ |
2,585,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable - fair value option |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
25,960,206 |
|
|
$ |
25,960,206 |
|
SEPA liability |
|
|
— |
|
|
|
— |
|
|
|
3,201,500 |
|
|
|
3,201,500 |
|
Warrant liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
2025 Offering Common Stock Warrants |
|
|
— |
|
|
|
— |
|
|
|
353,160 |
|
|
|
353,160 |
|
Junior Note Warrants |
|
|
— |
|
|
|
— |
|
|
|
44,241 |
|
|
|
44,241 |
|
Claims settlement liability |
|
|
— |
|
|
|
— |
|
|
|
5,575 |
|
|
|
5,575 |
|
Total liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
29,564,682 |
|
|
$ |
29,564,682 |
|
|
The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2025 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Note Receivable |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,585,100 |
|
|
$ |
2,585,100 |
|
Total assets |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,585,100 |
|
|
$ |
2,585,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable - fair value option |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
25,960,206 |
|
|
$ |
25,960,206 |
|
SEPA liability |
|
|
— |
|
|
|
— |
|
|
|
3,201,500 |
|
|
|
3,201,500 |
|
Warrant liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
2025 Offering Common Stock Warrants |
|
|
— |
|
|
|
— |
|
|
|
353,160 |
|
|
|
353,160 |
|
Junior Note Warrants |
|
|
— |
|
|
|
— |
|
|
|
44,241 |
|
|
|
44,241 |
|
Claims settlement liability |
|
|
— |
|
|
|
— |
|
|
|
5,575 |
|
|
|
5,575 |
|
Total liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
29,564,682 |
|
|
$ |
29,564,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2024 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Junior Note Warrants |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
128,615 |
|
|
$ |
128,615 |
|
Convertible note derivative liability (1) |
|
|
— |
|
|
|
— |
|
|
|
37,900 |
|
|
|
37,900 |
|
Total liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
166,515 |
|
|
$ |
166,515 |
|
(1)Represents the August 2024 Convertible Note Derivative Liability, as defined and described in Note 9. In March 2025, the remaining August 2024 Convertible Notes were purchased by Indigo Capital and subsequently extinguished. For additional information, see Note 9.
|
| Notes Payable - Fair Value Option [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Fair Value Notes Payable Recorded Under Fair Value Option |
|
The fair value of the Company's notes payable recorded under the fair value option was estimated using Level 3 fair value measurements. The range of significant inputs to the calculation of the fair value of the notes payable recorded under the fair value option at issuance through December 31, 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025 |
Valuation Inputs: |
|
Indigo Capital Convertible Notes(1) |
|
Diagonal
Convertible Note(1) |
|
Agile Note(2) |
|
Brick Lane
Convertible Notes(1)(3) |
|
Bomore
Convertible Notes(3) |
Stock price (4) |
$ |
0.75 - 1.75 |
$ |
0.70 - 1.75 |
|
N/A |
$ |
0.75 - 1.75 |
$ |
0.75 - 1.75 |
Expected term (in years) |
|
0.42 - 1.00 |
|
0.33 - 0.79 |
|
0.01 - 0.58 |
|
0.42 - 1.00 |
|
0.46 - 1.00 |
Expected volatility |
|
194.6% - 268.7% |
|
145.6% - 245.4% |
|
N/A |
|
258.4% |
|
N/A |
Risk-free interest rate |
|
3.7% - 4.2% |
|
3.6% - 4.2% |
|
N/A |
|
4.1% |
|
N/A |
Risk-adjusted discount rate |
|
12.1% - 12.9% |
|
N/A |
|
13.7% - 19.1% |
|
N/A |
|
N/A |
Expected dividend yield |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025 |
Valuation Inputs: |
|
Boot
Convertible Note(1) |
|
Torcross Convertible Note(3) |
|
TAG Promissory Note(1) |
|
AZ Promissory Note (Related Party)(1) |
|
YA Debenture (Related Party)(1) |
|
December 2025 YA Debenture (Related Party)(1) |
Stock price (4) |
$ |
0.70 - 1.75 |
$ |
0.75 - 1.75 |
$ |
0.75 - 1.60 |
$ |
0.75 - 1.60 |
$ |
1.75 |
$ |
0.80 - 1.00 |
Expected term (in years) |
|
0.41 - 0.79 |
|
0.48 - 1.00 |
|
0.33 - 0.55 |
|
0.58 - 0.81 |
|
1.00 |
|
0.96 - 1.00 |
Expected volatility |
|
157.9% - 245.4% |
|
N/A |
|
120.5% - 196.2% |
|
146.0% - 231.3% |
|
206.0% |
|
204.0% - 205.0% |
Risk-free interest rate |
|
3.9% - 4.2% |
|
N/A |
|
4.0% - 4.3% |
|
3.8% - 4.2% |
|
3.7% |
|
3.5% |
Risk-adjusted discount rate |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
13.4% - 13.8% |
Expected dividend yield |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
(1)Fair value was estimated using a Monte Carlo simulation model, which incorporates significant assumptions including the expected volatility of the Company's stock price, the risk-free interest rate, and the timing and probability of future liquidity events. (2)Fair value was estimated using a discounted cash flow method, which applies a risk-adjusted discount rate to projected future cash flows. The valuation involves significant judgment in determining key inputs such as forecasted revenue growth, margin expectations and discount rates. (3)Fair value was estimated using the current value method, which allocates the Company's most recent enterprise value to the various classes of equity based on their respective rights and preferences. (4)Amounts for the periods presented have been adjusted to reflect the 1-for-4.99 February 2026 Reverse Stock Split. See Note 2 for additional information.
|
| Schedule of Changes in Fair Value of Financial Liabilities |
|
The following tables set forth a summary of the changes in fair value of the Company's notes payable recorded under the fair value option:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025 |
|
|
|
Beginning Balance |
|
|
Issuance |
|
|
Additions & (Payments) |
|
|
Conversion |
|
|
Change in Fair Value |
|
|
Ending Balance |
|
Indigo Capital Convertible Notes |
|
$ |
— |
|
|
$ |
9,482,632 |
|
|
$ |
— |
|
|
$ |
(13,399,656 |
) |
|
$ |
3,968,080 |
|
|
$ |
51,056 |
|
AZ Promissory Note (related party) |
|
|
— |
|
|
|
2,645,200 |
|
|
|
— |
|
|
|
(2,155,844 |
) |
|
|
(489,356 |
) |
|
|
— |
|
TAG Promissory Note (related party) |
|
|
— |
|
|
|
1,639,914 |
|
|
|
— |
|
|
|
(1,281,624 |
) |
|
|
(358,290 |
) |
|
|
— |
|
Diagonal Convertible Notes |
|
|
— |
|
|
|
699,197 |
|
|
|
— |
|
|
|
(359,589 |
) |
|
|
(45,949 |
) |
|
|
293,659 |
|
Agile Note |
|
|
— |
|
|
|
500,000 |
|
|
|
(774,917 |
) |
|
|
— |
|
|
|
289,474 |
|
|
|
14,557 |
|
Brick Lane Convertible Notes |
|
|
— |
|
|
|
2,742,750 |
|
|
|
— |
|
|
|
(2,567,609 |
) |
|
|
16,038 |
|
|
|
191,179 |
|
Bomore Convertible Notes |
|
|
— |
|
|
|
1,411,829 |
|
|
|
— |
|
|
|
(1,511,236 |
) |
|
|
147,578 |
|
|
|
48,171 |
|
Boot Convertible Note |
|
|
— |
|
|
|
193,215 |
|
|
|
— |
|
|
|
(173,626 |
) |
|
|
(19,589 |
) |
|
|
— |
|
Torcross Convertible Note |
|
|
— |
|
|
|
133,883 |
|
|
|
— |
|
|
|
(199,219 |
) |
|
|
89,420 |
|
|
|
24,084 |
|
YA Debenture |
|
|
— |
|
|
|
1,255,700 |
|
|
|
(1,250,000 |
) |
|
|
— |
|
|
|
(5,700 |
) |
|
|
— |
|
December 2025 YA Debenture |
|
|
— |
|
|
|
25,312,500 |
|
|
|
— |
|
|
|
— |
|
|
|
25,000 |
|
|
|
25,337,500 |
|
Total |
|
$ |
— |
|
|
$ |
46,016,820 |
|
|
$ |
(2,024,917 |
) |
|
$ |
(21,648,403 |
) |
|
$ |
3,616,706 |
|
|
$ |
25,960,206 |
|
|
| Debt - Fair Value Option |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Fair Value Notes Payable Recorded Under Fair Value Option |
The fair value of the Company's debt recorded under the fair value option was estimated using Level 3 fair value measurements. The range of significant inputs to the calculation of the fair value of the debt recorded under the fair value option at issuance through March 31, 2026 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
2026 |
Valuation Inputs: |
|
December 2025 YA Debenture (1) |
|
Brick Lane H&K Investment Note(2) |
|
2025 Indigo Capital Convertible Notes(1) |
|
2025 Brick Lane
Convertible Notes(1)(3) |
Stock price |
$ |
0.18 |
$ |
0.16 - 0.18 |
$ |
0.18 |
$ |
0.18 |
Expected term (in years) |
|
0.70 |
|
0.97 - 1.12 |
|
0.38 |
|
0.42 |
Expected volatility |
|
213.0% |
|
174.3% - 175.1% |
|
N/A |
|
N/A |
Risk-free interest rate |
|
3.8% |
|
3.5% - 3.7% |
|
N/A |
|
N/A |
Expected dividend yield |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
(1)Fair value was estimated using a Monte Carlo simulation model, which incorporates significant assumptions including the expected volatility of the Company's stock price, the risk-free interest rate, and the timing and probability of future liquidity events. (2)Fair value was estimated using a combination of the Black-Scholes option pricing model to value the conversion feature and a discounted principal component using a credit-adjusted discount rate. The valuation involves significant judgment in determining key inputs such as the Company's expected stock price volatility, the risk-free rate of return, the conversion price, and the applicable credit-adjusted discount rate. (3)Fair value was estimated using the current value method, which allocates the Company's most recent enterprise value to the various classes of equity based on their respective rights and preferences.
|
|
| Schedule of Changes in Fair Value of Financial Liabilities |
The following tables set forth a summary of the changes in fair value of the Company's debt recorded under the fair value option:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2026 |
|
|
|
Beginning Balance |
|
|
Issuance |
|
|
Additions & (Payments) |
|
|
Conversion |
|
|
Change in Fair Value |
|
|
Ending Balance |
|
December 2025 YA Debenture |
|
$ |
25,337,500 |
|
|
$ |
— |
|
|
$ |
(2,172,771 |
) |
|
$ |
— |
|
|
$ |
951,368 |
|
|
$ |
24,116,097 |
|
2026 Brick Lane H&K Investment Note |
|
|
— |
|
|
|
23,350,000 |
|
|
|
— |
|
|
|
— |
|
|
|
(9,249,400 |
) |
|
|
14,100,600 |
|
2025 Indigo Capital Convertible Notes |
|
|
51,056 |
|
|
|
— |
|
|
|
— |
|
|
|
(36,339 |
) |
|
|
4,207 |
|
|
|
18,924 |
|
2025 Diagonal Convertible Notes |
|
|
293,659 |
|
|
|
— |
|
|
|
— |
|
|
|
(250,756 |
) |
|
|
(42,903 |
) |
|
|
— |
|
Agile Note |
|
|
14,557 |
|
|
|
— |
|
|
|
(21,000 |
) |
|
|
— |
|
|
|
6,443 |
|
|
|
— |
|
2025 Brick Lane Convertible Notes |
|
|
191,179 |
|
|
|
— |
|
|
|
— |
|
|
|
(25,913 |
) |
|
|
33,034 |
|
|
|
198,300 |
|
2025 Bomore Convertible Notes |
|
|
48,171 |
|
|
|
— |
|
|
|
— |
|
|
|
(60,174 |
) |
|
|
12,003 |
|
|
|
— |
|
2025 Torcross Convertible Note |
|
|
24,084 |
|
|
|
— |
|
|
|
— |
|
|
|
(30,086 |
) |
|
|
6,002 |
|
|
|
— |
|
Total |
|
$ |
25,960,206 |
|
|
$ |
23,350,000 |
|
|
$ |
(2,193,771 |
) |
|
$ |
(403,268 |
) |
|
$ |
(8,279,246 |
) |
|
$ |
38,433,921 |
|
|
|
| SYME Bonds [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Changes in Fair Value of Financial Assets |
SYME Bonds The following table sets forth a summary of the changes in fair value of the SYME Bonds:
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2026 |
|
Fair value, beginning balance |
|
$ |
— |
|
Fair value at issuance |
|
|
5,718,059 |
|
Change in fair value |
|
|
(33,038 |
) |
Fair value, ending balance |
|
$ |
5,685,021 |
|
|
|
| Schedule of Aggregate Fair value of Warrants |
The fair value of the SYME Bonds at issuance and through March 31, 2026 was estimated using an income based approach, a Level 3 valuation, with the range of significant inputs to the calculation of the fair value as follows:
|
|
|
|
|
Three months ended March 31, |
|
|
2026 |
Expected term (in years) |
|
2.95 |
Credit spread |
|
13.0% |
|
|
| Tekne Investment [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Changes in Fair Value of Financial Assets |
The following table sets forth a summary of the changes in fair value of the Company's Tekne Investment:
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2026 |
|
Fair value, beginning balance |
|
$ |
— |
|
Fair value at issuance |
|
|
1,012,000 |
|
Change in fair value |
|
|
— |
|
Fair value, ending balance |
|
$ |
1,012,000 |
|
|
|
| Schedule of Aggregate Fair value of Warrants |
As discussed in Note 4, the fair value of the Tekne Investment at issuance and through March 31, 2026 was estimated using a discounted cash flow method approach, a Level 3 valuation, with the range of significant inputs to the calculation of the fair value as follows:
|
|
|
|
|
Three months ended March 31, |
|
|
2026 |
Stock price |
$ |
N/A |
Expected term (in years) |
|
9.76 - 9.97 |
Expected volatility |
|
N/A |
Risk-free interest rate |
|
4.8% |
Risk-adjusted discount rate |
|
N/A |
Expected dividend yield |
|
N/A |
|
|
| Junior Note Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Aggregate Fair value of Warrants |
|
The range of significant inputs to the calculation of the fair value of the Junior Note Warrant liability during the periods presented were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
|
2025 |
|
2024 |
Junior Note Warrants: |
|
|
|
|
|
|
|
|
Stock price(1) |
|
|
|
$ |
0.75 - 1.75 |
|
$ |
0.15 - 3.34 |
Expected term (in years) |
|
|
|
|
2.9 - 4.4 |
|
|
3.9 - 4.9 |
Expected volatility |
|
|
|
|
62.4% - 193.0% |
|
|
58.9% - 79.6% |
Risk-free interest rate |
|
|
|
|
3.7% - 3.9% |
|
|
3.6% - 4.3% |
Expected dividend yield |
|
|
|
|
0.0% |
|
|
0.0% |
(1)Amounts for the periods presented have been adjusted to reflect the 1-for-4.99 February 2026 Reverse Stock Split. See Note 2 for additional information.
|
| Schedule of Changes in Fair Value of Financial Liabilities |
|
The following table sets forth a summary of the changes in fair value of the Company's Junior Note Warrants issued in November 2023:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2025 |
|
|
2024 |
|
Fair value, beginning balance |
|
$ |
128,615 |
|
|
$ |
2,238,519 |
|
Change in fair value |
|
|
(84,374 |
) |
|
|
(2,109,904 |
) |
Fair value, ending balance |
|
$ |
44,241 |
|
|
$ |
128,615 |
|
|
| Offering Common Stock Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Aggregate Fair value of Warrants |
The range of significant inputs to the calculation of the fair value of the warrant liability related to the February 2026 Offering Common Warrants, February 2026 Offering Pre-Funded Warrants, 2025 Offering Common Stock Warrants and Junior Note Warrants at issuance through March 31, 2026 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2026 |
|
|
February 2026 Offering Common Warrants |
|
February 2026 Offering Pre-Funded Warrants |
|
2025 Offering Common Stock Warrants |
|
Junior Note Warrants |
Stock price |
$ |
0.10 - 0.18 |
$ |
0.10 - 0.18 |
$ |
0.18 |
$ |
0.17 |
Expected term (in years) |
|
4.90 - 5.00 |
|
N/A |
|
4.50 |
|
2.70 - 3.40 |
Expected volatility |
|
146.0% - 158.0% |
|
N/A |
|
165.0% |
|
193.0% - 202.0% |
Risk-free interest rate |
|
3.6% - 3.9% |
|
N/A |
|
3.9% |
|
3.9% |
Expected dividend yield |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
Three Months Ended March 31, |
|
|
2025 |
Junior Note Warrants: |
|
|
Stock price(1) |
$ |
0.19 |
Expected term (in years) |
|
3.7 - 4.4 |
Expected volatility |
|
62.4% - 65.2% |
Risk-free interest rate |
|
3.9% |
Expected dividend yield |
|
0.0% |
(1)Amounts for the periods presented have been adjusted to reflect the 1-for-4.99 February 2026 Reverse Stock Split. See Note 2 for additional information.
|
The range of significant inputs to the calculation of the fair value of the warrant liability related to the 2025 Offering Common Stock Warrants at issuance through December 31, 2025 were as follows:
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
2025 |
2025 Offering Common Stock Warrants: |
|
|
|
|
Stock price(1) |
|
|
$ |
0.6961 - 0.7944 |
Expected term (in years) |
|
|
|
4.70 - 5.00 |
Expected volatility |
|
|
|
144.0% - 145.0% |
Risk-free interest rate |
|
|
|
3.6% - 3.7% |
Expected dividend yield |
|
|
|
0.0% |
Amounts for the periods presented have been adjusted to reflect the 1-for-4.99 February 2026 Reverse Stock Split. See Note 2 for additional information.
|
| Schedule of Changes in Fair Value of Financial Liabilities |
|
The following table sets forth a summary of the changes in fair value of the Company's 2025 Offering Common Stock Warrants:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
2025 |
|
Fair value, beginning balance |
|
|
|
$ |
— |
|
Fair value allocation at issuance |
|
|
|
|
20,747,899 |
|
Exercises |
|
|
|
|
(34,373,943 |
) |
Change in fair value |
|
|
|
|
13,979,204 |
|
Fair value, ending balance |
|
|
|
$ |
353,160 |
|
|
| August 2024 Convertible Note Derivative Liability [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Changes in Fair Value of Financial Liabilities |
The following table sets forth a summary of the changes in fair value of the Company's August 2024 Convertible Note Derivative Liability:
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2025 |
|
Fair value, beginning balance |
|
$ |
37,900 |
|
Extinguishment of August 2024 Convertible Notes |
|
|
(37,900 |
) |
Fair value, ending balance |
|
$ |
— |
|
|
The following table sets forth a summary of the changes in fair value of the Company's August 2024 Convertible Note Derivative Liability:
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2025 |
|
|
2024 |
|
Fair value, beginning balance |
|
$ |
37,900 |
|
|
$ |
— |
|
Initial recognition at fair value |
|
|
— |
|
|
|
179,000 |
|
Change in fair value |
|
|
— |
|
|
|
(141,100 |
) |
Extinguishment of August 2024 Convertible Notes |
|
|
(37,900 |
) |
|
|
— |
|
Fair value, ending balance |
|
$ |
— |
|
|
$ |
37,900 |
|
|
| Warrant Liabilities [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Changes in Fair Value of Financial Liabilities |
The following table sets forth a summary of the changes in fair values of the February 2026 Offering Common Warrants, February 2026 Offering Pre-Funded Warrants, 2025 Offering Common Stock Warrants and Junior Note Warrants:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2026 |
|
|
|
February 2026 Offering Common Warrants |
|
|
February 2026 Offering Pre-Funded Warrants |
|
|
2025 Offering Common Stock Warrants |
|
|
Junior Note Warrants |
|
|
Total Warrant Liabilities |
|
Fair value, beginning balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
353,160 |
|
|
$ |
44,241 |
|
|
$ |
397,401 |
|
Fair value allocation at issuance |
|
|
14,055,705 |
|
|
|
4,863,259 |
|
|
|
— |
|
|
|
— |
|
|
|
18,918,964 |
|
Exercises |
|
|
— |
|
|
|
(2,302,765 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,302,765 |
) |
Change in fair value |
|
|
(8,975,165 |
) |
|
|
(2,184,296 |
) |
|
|
(259,550 |
) |
|
|
22,751 |
|
|
|
(11,396,260 |
) |
Fair value, ending balance |
|
$ |
5,080,540 |
|
|
$ |
376,198 |
|
|
$ |
93,610 |
|
|
$ |
66,992 |
|
|
$ |
5,617,340 |
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2025 |
|
Fair value, beginning balance |
|
$ |
128,615 |
|
Change in fair value |
|
|
(127,300 |
) |
Fair value, ending balance |
|
$ |
1,315 |
|
|
|
| SEPA Liability [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Changes in Fair Value of the Company's SEPA Liability |
The following table sets forth a summary of the changes in fair value of the Company's SEPA liability:
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2026 |
|
Fair value, beginning balance |
|
$ |
3,201,500 |
|
Fair value at issuance |
|
|
— |
|
Common Stock issued |
|
|
(2,150,836 |
) |
Settlement of December 2025 YA Debenture |
|
|
2,172,771 |
|
Change in fair value |
|
|
(228,935 |
) |
Fair value, ending balance |
|
$ |
2,994,500 |
|
|
The following table sets forth a summary of the changes in fair value of the Company's SEPA liability:
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2025 |
|
Fair value, beginning balance |
|
$ |
— |
|
Fair value at issuance |
|
|
3,582,724 |
|
Common Stock issued (1) |
|
|
(21,636,834 |
) |
Settlement of YA Debenture |
|
|
1,261,880 |
|
Cash receipts under SEPA liability |
|
|
20,676,006 |
|
Change in fair value |
|
|
(682,276 |
) |
Fair value, ending balance |
|
$ |
3,201,500 |
|
(1)Includes the fair value of the shares issued to the SEPA Investor in connection with the commitment fee payable under the SEPA in an amount equal to 1% of the Commitment Amount, or $1,000,000, to be paid 50% on execution of the SEPA and 50% to be paid 90 days after execution of the SEPA, as further detailed in Note 12.
|
| Schedule of Significant Inputs to Calculation of Fair Value SEPA Liability |
The range of significant inputs to the calculation of the fair value of the SEPA liability at issuance through March 31, 2026 were as follows:
|
|
|
|
|
Three months ended March 31, |
|
|
2026 |
Stock price |
$ |
0.18 |
Expected term (in years) |
|
2.17 |
Expected volatility |
|
213.0% |
Risk-free interest rate |
|
3.8% |
Expected dividend yield |
|
N/A |
|
The range of significant inputs to the calculation of the fair value of the SEPA liability at issuance through December 31, 2025 were as follows:
|
|
|
|
|
Year ended December 31, |
|
|
2025 |
SEPA Liability |
|
|
Stock price(1) |
$ |
0.75 - 1.85 |
Expected term (in years) |
|
2.40 - 3.00 |
Expected volatility |
|
198.0% - 205.0% |
Risk-free interest rate |
|
3.5% - 3.9% |
Expected dividend yield |
|
0.0% |
(1)Amounts for the periods presented have been adjusted to reflect the 1-for-4.99 February 2026 Reverse Stock Split. See Note 2 for additional information.
|
| Claims Settlement Liability [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Changes in Fair Value of Financial Assets |
|
The following table sets forth a summary of the changes in fair value of the Company's Claims Settlement liability:
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2025 |
|
Fair value, beginning balance |
|
$ |
— |
|
Fair value at issuance |
|
|
9,627,408 |
|
Common Stock issued |
|
|
(7,432,488 |
) |
Loss on settlement of claims liability, net |
|
|
395,379 |
|
Change in fair value |
|
|
(2,584,724 |
) |
Fair value, ending balance |
|
$ |
5,575 |
|
|
| Schedule of Aggregate Fair value of Warrants |
|
The range of significant inputs to the calculation of the fair value of the claims settlement liability at issuance and December 31, 2025 were as follows:
|
|
|
|
|
Year ended December 31, |
|
|
2025 |
Claims Settlement Liability |
|
|
Stock price(1) |
$ |
0.75 - 1.55 |
Expected term (in years) |
|
0.50 - 0.70 |
Expected volatility |
|
143.1% - 213.4% |
Risk-free interest rate |
|
3.8% - 4.2% |
(1)Amounts for the periods presented have been adjusted to reflect the 1-for-4.99 February 2026 Reverse Stock Split. See Note 2 for additional information.
|
| Contingent Consideration [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Changes in Fair Value of Financial Assets |
The following table sets forth a summary of the changes in fair values of the contingent consideration, which is comprised of the RegTech Contingent Consideration and the Lyocon Contingent Consideration, each as defined and described in Note 4:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2026 |
|
|
|
RegTech Contingent Consideration |
|
|
Lyocon Contingent Consideration |
|
|
Total |
|
Fair value, beginning balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Fair value at issuance |
|
|
790,432 |
|
|
|
138,558 |
|
|
|
928,990 |
|
Change in fair value |
|
|
(304,381 |
) |
|
|
4,017 |
|
|
|
(300,364 |
) |
Foreign currency translation adjustment |
|
|
(3,135 |
) |
|
|
— |
|
|
|
(3,135 |
) |
Fair value, ending balance |
|
$ |
482,916 |
|
|
$ |
142,575 |
|
|
$ |
625,491 |
|
|
|
| Schedule of Aggregate Fair value of Warrants |
The fair value of the RegTech Contingent Consideration and the Lyocon Contingent Consideration at issuance and through March 31, 2026 were each estimated using a Monte Carlo simulation based approach, a Level 3 valuation, with the range of significant inputs to the calculation of the fair value as follows:
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2026 |
|
|
RegTech Contingent Consideration |
|
Lyocon Contingent Consideration |
Stock price |
$ |
N/A |
$ |
N/A |
Expected term (in years) |
|
2.50 - 2.71 |
|
2.59 - 4.79 |
Expected volatility |
|
57.5% - 60.0% |
|
77.5% |
Risk-free interest rate |
|
3.6% - 3.8% |
|
3.7% - 3.9% |
Risk-adjusted discount rate |
|
18.4% - 19.1% |
|
19.4% - 23.1% |
Expected dividend yield |
|
N/A |
|
N/A |
|
|
| Convertible Notes Receivable [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Schedule of Changes in Fair Value of Financial Assets |
The following table sets forth a summary of the changes in fair value of the Company's related-party SYME Convertible Note Receivable and Tekne Convertible Note Receivable, each of which is accounted for under the fair value option:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
2026 |
|
|
2025 |
|
|
|
SYME Convertible Note Receivable (related party) |
|
|
Tekne Convertible Note Receivable |
|
|
Total |
|
|
SYME Convertible Note Receivable (related party) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value, beginning balance |
|
$ |
2,585,100 |
|
|
$ |
— |
|
|
$ |
2,585,100 |
|
|
$ |
— |
|
Initial fair value over proceeds paid |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
260,000 |
|
Reclassification of Advance on Tekne Convertible Note Receivable |
|
|
— |
|
|
|
1,179,686 |
|
|
|
1,179,686 |
|
|
|
— |
|
Principal additions |
|
|
— |
|
|
|
18,075,510 |
|
|
|
18,075,510 |
|
|
|
— |
|
Change in fair value |
|
|
(219,000 |
) |
|
|
1,292,803 |
|
|
|
1,073,803 |
|
|
|
— |
|
Fair value, ending balance |
|
$ |
2,366,100 |
|
|
$ |
20,547,999 |
|
|
$ |
22,914,099 |
|
|
$ |
260,000 |
|
|
The following table sets forth a summary of the changes in fair value of the Company's Convertible Note Receivable:
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2025 |
|
Fair value, beginning balance |
|
$ |
— |
|
Initial fair value over proceeds paid |
|
|
110,000 |
|
Principal additions |
|
|
5,154,872 |
|
Change in fair value |
|
|
(2,679,772 |
) |
Fair value, ending balance |
|
$ |
2,585,100 |
|
|
| Schedule of Aggregate Fair value of Warrants |
The significant inputs to the calculation of the fair value of the SYME Convertible Note Receivable and Tekne Convertible Note Receivable at issuance through March 31, 2026 were as follows:
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
2026 |
|
2026 |
|
2025 |
|
|
SYME Convertible Note Receivable (related party) |
|
Tekne Convertible Note Receivable |
|
SYME Convertible Note Receivable (related party) |
Stock price |
$ |
0.000037 |
$ |
N/A |
$ |
0.000035 |
Expected term (in years) |
|
0.75 |
|
0.79 - 1.00 |
|
1.25 |
Expected volatility |
|
271.9% |
|
85.0% - 87.5% |
|
157.7% |
Risk-free interest rate |
|
4.2% |
|
3.5% - 3.7% |
|
4.2% |
Expected dividend yield |
|
N/A |
|
0.0% |
|
0.0% |
|
The significant inputs to the calculation of the fair value of the Convertible Note Receivable at issuance through December 31, 2025 were as follows:
|
|
|
|
|
Year ended December 31, |
|
|
2025 |
Convertible Note Receivable |
|
|
Stock price |
$ |
0.000038 - 0.000048 |
Expected term (in years) |
|
0.75 - 1.25 |
Expected volatility |
|
157.7% - 224.0% |
Risk-free interest rate |
|
3.6% - 4.2% |
Expected dividend yield |
|
0.0% |
|