v3.26.1
Warrant Liability
6 Months Ended
Jun. 30, 2026
Warrants and Rights Note Disclosure [Abstract]  
Warrant Liability

NOTE 7 — WARRANT LIABILITY

In conjunction with the issuance of Series A Preferred Stock and Preferred Tranche A and Tranche B Warrants (the “Warrants”) as described in Note 6, the Company established a warrant liability.

The Warrants meet the definition of freestanding instruments and are classified as liabilities in accordance with ASC 480, Distinguishing Liabilities from Equity. The Warrants were initially recognized at fair value and are subject to remeasurement at each balance sheet date after issuance. Any change in fair value is recognized as a component of other income (expense) in the statements of operations in the period of change. For the three and six months ended June 30, 2026, the Company recognized a $27.6 million gain and an $81.8 million loss, respectively, related to changes in the fair value of the warrant liability, which were included in other income (expense) in the statements of operations. No gain or loss was recognized for the three and six months ended June 30, 2025 related to changes in the fair value of the liability. In addition to the valuation inputs described below, there is an indirect relationship

between the Company’s share price and the fair value of the warrant liability, whereby changes in the share price influence the valuation model used to determine fair value.

The fair value of the warrants is estimated using a binomial 2-node model in combination with the Black-Scholes Option Pricing Model using unobservable (Level 3) inputs that reflect the Company’s own assumptions, as described in Note 2. The significant unobservable inputs include the expected timing of the Milestone Event, the probability of the Milestone Event being successfully achieved, and the value of the Series A Preferred Stock upon the success or failure of the Milestone Event. Significant increases (decreases) in any of the inputs in isolation would result in a significantly higher (lower) fair value measurement.

The table below summarizes the valuation inputs used in the binomial model for the liability associated with the Warrants at June 30, 2026:

 

June 30, 2026

 

 

Tranche A Warrants

 

 

Tranche B Warrants

 

Scenario 1: Milestone Successfully Achieved

 

 

 

 

 

Discount rate

 

4.02

%

 

 

4.02

%

Time period between valuation date and Milestone Event

 

1.50

 

 

 

1.50

 

Risk-neutral probability of Milestone Event achievement

 

48.00

%

 

 

48.00

%

Probability-weighted present value of the Series A Preferred Warrants

$

2,048.90

 

 

$

2,161.90

 

Scenario 2: Milestone Not Achieved

 

 

 

 

 

Discount rate

 

4.02

%

 

 

4.02

%

Time period between valuation date and Milestone Event

 

1.50

 

 

 

1.50

 

Risk-neutral probability of Milestone Event failure

 

52.00

%

 

 

52.00

%

Probability-weighted present value of the Series A Preferred Warrants

$

36.80

 

 

$

36.80

 

Fair Value of Series A Warrants

$

2,085.70

 

 

$

2,198.60

 

The table below summarizes the valuation inputs used in the binomial model for the liability associated with the Warrants at December 31, 2025:

 

12/31/2025

 

 

Tranche A Warrants

 

 

Tranche B Warrants

 

Scenario 1: Milestone Successfully Achieved

 

 

 

 

 

Discount rate

 

3.52

%

 

 

3.52

%

Time period between valuation date and Milestone Event

 

2.00

 

 

 

2.00

 

Risk-neutral probability of Milestone Event achievement

 

49.00

%

 

 

49.00

%

Probability-weighted present value of the Series A Preferred Warrants

$

1,360.60

 

 

$

1,500.60

 

Scenario 2: Milestone Not Achieved

 

 

 

 

 

Discount rate

 

3.52

%

 

 

3.52

%

Time period between valuation date and Milestone Event

 

2.00

 

 

 

2.00

 

Risk-neutral probability of Milestone Event failure

 

51.00

%

 

 

51.00

%

Probability-weighted present value of the Series A Preferred Warrants

$

21.60

 

 

$

21.60

 

Fair Value of Series A Warrants

$

1,382.20

 

 

$

1,522.20

 

The table below summarizes the valuation inputs used in the Black-Scholes Option Pricing Model for the Warrants at June 30, 2026 and December 31, 2025.

 

June 30, 2026

 

 

December 31, 2025

 

Term to expiration

 

1.81

 

 

 

1.81

 

Risk-free interest rate

 

4.05

%

 

 

3.51

%

Volatility

 

115.00

%

 

 

117.50

%

Dividend yield

 

0.00

%

 

 

0.00

%

The Company estimated the fair value of the Tranche A Warrants and Tranche B Warrants to be approximately $144.8 million and $87.9 million, respectively, as of June 30, 2026, and $110.6 million and $60.9 million, respectively, as of December 31, 2025. The Preferred Tranche A warrants were remeasured to fair value immediately prior to exercise, and the resulting difference between the carrying amount and the fair value at the date of exercise was recognized as a change in fair value of the warrant liability. The Series

A Preferred Stock, and common shares that were issued upon conversion, were recorded at their fair value at the exercise date based upon the underlying price of the common stock at that date. These changes represent additional non-cash gains or expenses included in changes in fair value of the warrant liability in the Company’s consolidated statements of operations during the reporting period. Such amounts are presented in the tables below as “reduction of warrant liability upon exercise of warrants”.

The following table provides a summary of the Company’s warrant liability fair value estimates and the changes in Level 3 fair value measurements during the three months ended June 30, 2026:

 

Three Months Ended June 30, 2026

 

Fair value, March 31, 2026

$

278,596,901

 

Reduction of warrant liability upon exercise of warrants

 

(18,353,512

)

Changes in fair value of the warrant liability

 

(27,553,204

)

Fair value, June 30, 2026

$

232,690,185

 

The following table provides a summary of the Company’s warrant liability fair value estimates and the changes in Level 3 fair value measurements during the six months ended June 30, 2026:

 

Six Months Ended June 30, 2026

 

Fair value, January 1, 2026

$

171,464,575

 

Reduction of warrant liability upon exercise of warrants

 

(20,581,816

)

Changes in fair value of the warrant liability

 

81,807,426

 

Fair value, June 30, 2026

$

232,690,185