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

Note 16 Fair Value Measurements

 

The following tables present fair value information as of June 30, 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:

 

June 30, 2026  Fair Value   (Level 1)   (Level 2)   (Level 3) 
Liabilities:                
ADI Funding Convertible Note  $257,242   $   $   $257,242 
ClearThink Convertible Note  $250,000   $   $   $250,000 
Vanquish Funding Convertible Note  $250,000   $   $   $250,000 
Common stock issuance obligation  $5,918   $5,918   $   $ 
SEPA liability  $145,174   $   $   $145,174 

  

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 June 30, 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 June 30, 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 on June 30, 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 on June 30, 2026, and on December 31, 2025:

 

   June 30,
2026
   December 31,
2025
 
Risk-free interest rate   0.00%   3.53%
Expected term (years)   -    0.50 
Volatility   0.00%   95.22%
Stock price  $-   $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 June 30, 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 June 30, 2026, and December 31, 2025. The change in fair value between December 31, 2025, and June 30, 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 June 30, 2026 and December 31, 2025, 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 change in fair value between December 31, 2025, and June 30, 2026, was recognized in the statement of operations under change in fair value of financial instruments.

The May 2025 Convertible Note was classified within Level 3 of the fair value hierarchy as of June 30, 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 on June 30, 2026 and on December 30, 2025:

 

   June 30,
2026
   December 31,
2025
 
Risk-free interest rate   0.00%   3.67%
Expected term (years)   -    0.08 
Volatility   0.00%   46.18%
Stock price  $-   $0.38 

 

ADI Funding Convertible Note 

 

The Company established the initial fair value for the ADI Funding Convertible Note as of June 8, 2026, which was the date the ADI Funding Convertible Note was funded. As of June 30, 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 ADI Funding Convertible Note for the initial periods and subsequent measurement periods. The change in fair value between June 8, 2026, and June 30, 2026, was recognized in the statement of operations under change in fair value of financial instruments.

 

The ADI Funding Convertible Note was classified within Level 3 of the fair value hierarchy as of June 30, 2026, due to the use of unobservable inputs. The key inputs into the MCM model for the ADI Funding Convertible Note were as follows on June 30, 2026, and on December 31, 2025:

 

   June 30,
2026
   December 31,
2025
 
Risk-free interest rate   3.90%   0.00%
Expected term (years)   0.44    - 
Volatility   90.15%   0.00%
Stock price  $0.12   $- 

 

ClearThink Convertible Note

 

The Company established the initial fair value for the ClearThink Convertible Note as of June 22, 2026, which was the date the ClearThink Convertible Note was funded. As of June 30, 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 ClearThink Convertible Note for the initial periods and subsequent measurement periods.

 

The ClearThink Convertible Note was classified within Level 3 of the fair value hierarchy as of June 30, 2026, due to the use of unobservable inputs. The key inputs into the MCM model for the ClearThink Convertible Note were as follows on June 30, 2026, and on December 31, 2025:

 

   June 30,
2026
   December 31,
2025
 
Risk-free interest rate   3.90%   0.00%
Expected term (years)   0.98    - 
Volatility   82.64%   0.00%
Stock price  $0.12   $- 

 

Vanquish Funding Convertible Note

 

The Company established the initial fair value for the Vanquish Funding Convertible Note as of June 18, 2026, which was the date the Vanquish Funding Convertible Note was funded. As of June 30, 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 Vanquish funding Convertible Note for the initial periods and subsequent measurement periods.

The Vanquish funding Convertible Note was classified within Level 3 of the fair value hierarchy as of June 30, 2026, due to the use of unobservable inputs. The key inputs into the MCM model for the Vanquish funding Convertible Note were as follows on June 30, 2026, and on December 31, 2025:

 

   June 30,
2026
   December 31,
2025
 
Risk-free interest rate   3.90%   0.00%
Expected term (years)   0.98    - 
Volatility   82.64%   0.00%
Stock price  $0.12   $- 

 

SEPA liability

 

The Company established the initial fair value for the SEPA liability as of June 18, 2026, which was the date the agreement was entered. As of June 30, 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 SEPA liability for the initial periods and subsequent measurement periods.

 

The SEPA liability was classified within Level 3 of the fair value hierarchy as of June 30, 2026, due to the use of unobservable inputs. The key inputs into the MCM model for the SEPA liability were as follows on June 30, 2026, and on December 31, 2025:

 

   June 30,
2026
   December 31,
2025
 
Risk-free interest rate   4.07%   0.00%
Expected term (years)   2.93    - 
Volatility   96.15%   0.00%
Stock price  $0.12   $- 

 

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 June 30, 2026, is summarized as follows:

 

   Quantum Convertible Note   May 2025 Convertible Note   ADI Funding Convertible Note    ClearThink Convertible Note     Vanquish Funding Convertible Note   SEPA Liability   Total  
Fair value as of December 31, 2025  $351,307   $361,821   $   $   $   $   $713,128 
Initial fair value at issuance           250,000    250,000    250,000    145,174    895,174 
Conversion   (521,721)   (299,348)                   (821,069)
Interest accrued   11,243                        11,243 
Change in fair value   159,171    (62,473)   7,242                103,940 
Fair value as of June 30, 2026  $   $   $257,242   $250,000   $250,000   $145,174   $902,416 

 

The change in the fair value of the Level 3 financial liabilities for the period from December 31, 2024, through June 30, 2025, is summarized as follows:

 

   Quantum            September     March 2025   May 2025     
   Convertible
Note
   Exchange
Note
   ELOC   Convertible
Note
   Convertible
Note
   Convertible
Note
   Total 
Fair value as of December 31, 2024  $3,248,000   $1,499,000   $80,000   $2,094,000   $   $   $6,921,000 
Initial fair value at issuance                   238,020    342,996    581,016 
Change in fair value   332,612    986,636    (20,157)   824,875    (43,229)       2,080,737 
Fair value as of June 30, 2025  $3,580,612   $2,485,636   $59,843   $2,918,875   $194,791   $342,996   $9,582,753 

 

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 six months ended June 30, 2026, and June 30, 2025.