v3.26.1
Derivative Liabilities
6 Months Ended
Jun. 30, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liabilities Derivative Liabilities
Warrants and the Amended and Restated Warrants

The Company’s warrants to purchase shares of Common Stock (the "Warrants”) were issued to the holders thereof in
three tranches: Warrant Tranche A to purchase Common Stock at an exercise price of $42,050,761 per share, Warrant Tranche B to purchase Common Stock at an exercise price of $50,460,913 per share, and Warrant Tranche C at an exercise price of
$84,101,522 per share, in each case as of December 31, 2025. Warrants had an expiration date of March 12, 2026.

In February 2026, the Warrants were amended and restated (as so amended, the "Amended and Restated Warrants"). The Amended and Restated Warrants were exercisable, in whole or in part (and at any time), for an aggregate number of shares of Common Stock representing 12% of the Common Stock outstanding on the date of any exercise (less the aggregate number of shares of Common Stock previously issued as a result of any partial exercise) at an exercise price of $0.01 per share. The Amended and Restated Warrants were exercised in whole on March 24, 2026, and the Company issued 2,867 shares of Common Stock upon the exercise of the Amended and Restated Warrants for net proceeds of $2 thousand, resulting in a $0.2 million loss, which is the excess amount of fair value of the Amended and Restated Warrants issued over the net proceeds received, included in "other expense" on the condensed consolidated statements of operations.
Fair Value of Conversion Features Related to Convertible Notes

The Company identified certain embedded derivatives related to the conversion features of the Convertible Notes. In accordance with ASC 815-40, Derivatives and Hedging Activities, the embedded conversion options contained within the Convertible Notes were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through each reporting date. The Company utilized a binomial lattice model to calculate the fair value of the embedded derivatives. Significant observable and unobservable inputs include conversion price, stock price, dividend rate, expected volatility, risk-free rate, optional conversion price and term. The binomial lattice model is a Level 3 fair value technique because it requires the development of significant internal assumptions in addition to observable market indicators.

In measuring the embedded derivative liability, the Company used the following inputs:

June 30, 2026December 31, 2025
Conversion price (1)
$1.28 (2)
$1.21 (3)
Common Stock price
$1.25 (2)
$1.70 (3)
Contractual term to maturity (years)5.5 years6.0 years
Expected market volatility %170.0%165.0%
Risk-free interest rate4.2%3.8%
Traded WHLRL price, % of par316.3%350.0%
   (1) Represents the volume weighted average of the Company's closing Common Stock price for the 10 trading days
         preceding the valuation, less a discount of 45%.
   (2) Value as of June 30, 2026 and was not restated for any subsequent stock splits.
   (3) Value as of December 31, 2025 and was not restated for any subsequent stock splits.

The following table sets forth a summary of the changes in fair value of the Company's derivative liabilities, which include both the warrant and embedded derivative liabilities (in thousands):

Six Months Ended June 30, 2026Year Ended December 31, 2025
Balance at the beginning of period$7,243 $11,985 
Changes in fair value - Warrants(10)— 
Changes in fair value - Convertible Notes conversion features(4,186)(4,742)
Balance at end of period$3,047 $7,243