v3.26.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements

4. Fair Value Measurements

Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below:

Level 1: Quoted prices in active markets for identical assets or liabilities.

 

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

 

Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets.

Assets recorded at fair value

The Company has investments in money market accounts which are included in cash and cash equivalents on the condensed consolidated balance sheets. Certain treasury bills are also considered cash equivalents if their maturities are three months or less at the time of purchase. Fair value inputs for these investments are considered Level 1 measurements within the fair value hierarchy since money market account and treasury bill fair values are known and observable through daily published floating net asset values.

The Company did not adjust or override any fair value measurements as of June 30, 2026 or December 31, 2025. The Company does not have any investments classified as Level 3 and no investment transferred between classification levels during the six months ended June 30, 2026.

The following table summarizes the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, respectively (in thousands):

 

Fair Value Measurements as of

 

 

June 30, 2026

 

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

 

Cash equivalents

 

 

 

 

 

 

 

 

Money market

$

1,051

 

$

1,051

 

$

 

$

 

Total cash equivalents

$

1,051

 

$

1,051

 

$

 

$

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

Treasury bills

$

3,738

 

$

3,738

 

$

 

$

 

Government bonds

 

2,483

 

 

2,483

 

 

 

 

 

Total Investments

$

6,221

 

$

6,221

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements as of

 

 

December 31, 2025

 

 

Fair Value

 

Level 1

 

Level 2

 

Level 3

 

Cash equivalents

 

 

 

 

 

 

 

 

Money market

$

1,513

 

$

1,513

 

$

 

$

 

Treasury bills

 

6,983

 

 

6,983

 

 

 

 

 

Total cash equivalents

$

8,496

 

$

8,496

 

$

 

$

 

 

 

 

 

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

Treasury bills

$

2,853

 

$

2,853

 

$

 

$

 

Government agency bonds

 

1,503

 

 

1,503

 

 

 

 

 

Total Investments

$

4,356

 

$

4,356

 

$

 

$

 

 

Liabilities recorded at fair value

Convertible Notes

As detailed in Note 12 Stockholders' Equity, the Company elected to account for convertible notes (consisting of funding notes and exchange notes) issued on February 13, 2025 at fair value as of the issuance date and immediately before their settlement date of March 4, 2025. The convertible notes were valued using the binomial lattice model with the following key level 3 inputs:

 

 

At issuance

 

 

At settlement

 

Interest rate

 

4.18% - 4.28%

 

 

 

3.99

%

Remaining term (years)

 

 

1.0

 

 

 

0.94

 

Volatility

 

 

77.5

%

 

 

119.2

%

Fair value of common stock

 

$

1.20

 

 

$

0.30

 

The following table provides a roll forward of the fair value of the convertible notes during the six months ended June 30, 2025 (in thousands):

 

 

Funding Notes

 

 

Exchange Notes

 

Beginning balance as of January 1, 2025

 

$

 

 

$

 

Issuance

 

 

3,968

 

 

 

3,763

 

Change in fair value

 

 

(265

)

 

 

(251

)

Settlement

 

 

(3,703

)

 

 

(3,512

)

Ending balance as of June 30, 2025

 

$

 

 

$

 

Warrants

As detailed in Note 12 Stockholders' Equity, the Company issued March 2025 Series A and March 2025 Series B common stock warrants in connection with the March 2025 Private Placement. The March 2025 Series A and March 2025 Series B common stock warrants were accounted for as liabilities at fair value at their issuance date, and immediately prior to their extinguishment and modification, respectively, on June 17, 2025. The March 2025 Series A and March 2025 Series B common stock warrants were valued using the Monte Carlo simulation, with the following key level 3 inputs:

 

 

At issuance

 

 

At modification and extinguishment

 

Interest rate

 

 

3.98

%

 

 

3.91

%

Remaining term (years)

 

 

6.1

 

 

 

4.9

 

Volatility

 

 

123.7

%

 

 

135.6

%

The March 2025 Series B Warrants were valued immediately prior to exercise, using the Monte Carlo simulation with the following inputs for the exercises that occurred before the modification on June 17, 2025:

 

 

At exercise

Interest rate

 

3.85% - 4.06%

Remaining term (years)

 

4.9 - 5.0

Volatility

 

133.9% - 135.8%

In addition, the February 2025 Warrants issued in connection with the Funding Notes were required to be classified as liabilities and recorded at fair value. The Company estimated the fair value of the February 2025 Warrants using the Black Scholes model at issuance as of February 13, 2025 and as of their redemption date of March 4, 2025, using the following level 3 inputs:

 

 

At issuance

 

 

At settlement

 

Interest rate

 

 

4.30

%

 

 

4.30

%

Remaining term (years)

 

 

5.0

 

 

 

4.95

 

Volatility

 

 

98.5

%

 

 

102.1

%

Fair value of common stock

 

$

1.20

 

 

$

0.30

 

 

The following table provides a roll forward of the fair value of liability classified common stock warrants during the six months ended June 30, 2025 (in thousands):

 

 

February 2025 Warrants

 

 

March 2025 Series A Warrants

 

 

March 2025 Series B Warrants

 

 

Total

 

Beginning balance as of January 1, 2025

 

$

 

 

$

 

 

$

 

 

$

 

Issuance

 

 

2,762

 

 

 

2,005

 

 

 

11,243

 

 

 

16,010

 

Change in fair value

 

 

(2,231

)

 

 

335

 

 

 

5,043

 

 

 

3,147

 

Settlement

 

 

(531

)

 

 

 

 

 

(858

)

 

 

(1,389

)

Modification and extinguishment

 

 

 

 

 

(2,340

)

 

 

(4,461

)

 

 

(6,801

)

Reclassified to equity

 

 

 

 

 

 

 

 

(10,967

)

 

 

(10,967

)

Ending balance as of June 30, 2025

 

$

 

 

$

 

 

$

 

 

$

 

 

Investor Liability Pursuant to Letter Agreement and Support Letters

The repayment obligation owed to certain March 2025 Private Placement Purchasers pursuant to the amended Letter Agreement and Support Letters was accounted for at fair value as a financial liability in accordance with ASC 480. The Company measured the fair value of the repayment obligation using Level 3 inputs. As of December 31, 2025, the Company had a liability of approximately $4.5 million on its consolidated balance sheet related to this repayment obligation. During the six months ended June 30, 2026, the Company paid the March 2025 Private Placement Purchasers $4.5 million to fully satisfy the investor liability owed under the modified Letter Agreement, and 272,821 shares were returned and cancelled under the terms of the Letter Agreement. Due to the $4.5 million payoff, there is no longer a requirement to retain sufficient funds in an interest bearing account to cover such repayment obligations, and as such, the restriction lapsed on the $4.5 million of restricted cash and cash equivalents. Refer to Note 12 Stockholders’ Equity for further details.

Nonfinancial Assets and Liabilities

The Company applies fair value techniques on a non-recurring basis, if and when necessary, associated with: (1) valuing potential impairment losses related to goodwill and intangible assets which are accounted for pursuant to the authoritative guidance for intangibles—goodwill and other; and (2) valuing potential impairment losses related to long-lived assets which are accounted for pursuant to the authoritative guidance for property, plant and equipment. There was no impairment related to long lived assets, intangible assets, or goodwill during the six months ended June 30, 2026 and 2025.