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

Note 14 — Fair Value Measurements

 

The carrying amounts of the Company’s cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company believes the aggregate carrying value of debt not accounted for using the fair value option approximates its fair value as of June 30, 2026 and September 30, 2025 because the notes payable, the 7% promissory notes - related parties and the notes payable - related parties each mature within one year of the respective balance sheet dates.

 

Fair Value Hierarchy

 

Liabilities measured at fair value on a recurring basis as of June 30, 2026 are as follows:

 

   Level 1   Level 2   Level 3   Total 
Earnout liability  $—   $—   $280   $280 
Bifurcated conversion feature derivative   —    —    927    927 
Notes payable measured at fair value   —    —    3,360    3,360 
Liability-classified warrants   —    —    3,047    3,047 
                     
Total  $—   $—   $7,614   $7,614 

 

The Company classifies the earnout liability, liability-classified warrants, bifurcated conversion feature derivative, and notes payable measured at fair value as Level 3 financial instruments due to the judgment required to develop the assumptions used and the significance of those assumptions to the fair value measurement. No financial instruments were transferred between levels of the fair value hierarchy during the nine months ended June 30, 2026 or 2025. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

 

Nine months ended June 30, 2026: 

Earnout

Liability

  

Liability

Classified

Warrants

  

Notes Payable

Measured at

Fair Value

  

Bifurcated

Conversion

Feature

Derivative

 
Balance, September 30, 2025  $1,240   $6,859   $—   $— 
Reclassification of warrant liabilities to equity   —    (6,912)   —      
Issuance of notes payable measured at fair value   —    —    3,333    — 
Issuance of Preferred Stock   —    —    —    927 
Issuance of Preferred Stock warrants   —    2,780    —    — 
Change in fair value included in net loss   (960)   320    27    — 
                     
Balance, June 30, 2026  $280   $3,047   $3,360   $927 

 

Nine months ended June 30, 2025: 

Earnout

Liability

  

Liability

Classified

Warrants

 
Balance, September 30, 2024  $1,680   $2,139 
Sale of warrants in private placement   —    2,853 
Modification of warrants in connection with private placement   —    721 
Exercise of warrants   —    (720)
           
Change in fair value included in net loss   (490)   (1,237)
           
Balance, June 30, 2025  $1,190   $3,756 

 

Liability-Classified Warrants

 

As of June 30, 2026, liability-classified warrants consist of the Private Warrants and the Preferred Warrants. The Company estimates the fair value of the Private Warrants based on quoted market prices for the Public Warrants, which have substantially the same economic characteristics. As of September 30, 2025, the Company estimated the fair value of liability-classified warrants (other than the Private Warrants)—including those amended during the nine months ended June 30, 2026—using the Black-Scholes option pricing model. The following table summarizes the significant assumptions used in estimating the fair value of liability-classified warrants under the Black-Scholes option pricing model:

 

  

September 30, 2025

 
Stock price  $8.06 
Expected volatility   79.0%
Risk-free rate   3.7%
Contractual term   4.3 – 4.9 years 

 

Liability-Classified Preferred Warrants and Bifurcated Conversion Feature

 

The Preferred Shares and the shares of Series A 10% Convertible Preferred Stock underlying the Preferred Warrants are immediately convertible or exercisable into a variable number of common shares based on a fixed dollar amount. The Company estimated the fair value of these warrants and the bifurcated conversion feature associated with the Preferred Shares as equal to the fixed dollar amount associated with each warrant or share of convertible Series A 10% Convertible Preferred Stock. See Note 11, Equity.

 

 

Earnout Liability

 

The Company estimates the fair value of the earnout liability using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk-free rate that determine the probability of achieving the earnout conditions. The changes in the assumptions used to estimate the earnout liability were inconsequential for the three months ended June 30, 2026. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

 

  

June 30, 2026

  

September 30, 2025

 
Stock price  $1.99   $8.06 
Expected volatility   90.0%   80.0%
Risk-free rate   3.8%   3.8%
Contractual term   5.7 years    6.2 years 

 

Notes Payable Measured at Fair Value

 

The Company estimates the fair value of the notes payable measured at fair value using the Black-Scholes option pricing model. The following table summarizes the significant assumptions used in estimating the fair value of notes payable measured at fair value under the Black-Scholes option pricing model:

 

  

June 30, 2026

 
Stock price  $1.99 
Expected volatility   125.4 – 136.3%
Risk-free rate   3.8 – 3.9%
Contractual term   0.22 – 0.32 years