Fair Value Measurement (Tables)
|
6 Months Ended |
Jun. 30, 2026 |
|---|
| Fair Value Measurements [Abstract] |
|
| Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis |
As of June 30, 2026 and December 31,
2025, the Company’s financial assets and liabilities measured at fair value on a recurring basis, were as follows (in thousands):
| |
|
As of June 30, 2026 |
|
| |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
| Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible notes due to related parties held at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,743 |
|
|
$ |
4,743 |
|
| Convertible loans payable at fair value |
|
|
— |
|
|
|
— |
|
|
|
8,162 |
|
|
|
8,162 |
|
| Warrant liabilities - Private Placement Warrants |
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
2 |
|
| Warrant liabilities - Representative’s Warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Total liabilities measured at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12,907 |
|
|
$ |
12,907 |
|
| |
|
As of December 31, 2025 |
|
| |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
| Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Digital assets (Bitcoin) |
|
$ |
1,445 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,445 |
|
| Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible notes due to related parties held at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,160 |
|
|
$ |
4,160 |
|
| Convertible loans payable at fair value |
|
|
— |
|
|
|
— |
|
|
|
7,877 |
|
|
|
7,877 |
|
| Warrant liabilities - Private Placement Warrants |
|
|
— |
|
|
|
— |
|
|
|
277 |
|
|
|
277 |
|
| Warrant liabilities - Representative’s Warrants |
|
|
— |
|
|
|
— |
|
|
|
21 |
|
|
|
21 |
|
| Total liabilities measured at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12,335 |
|
|
$ |
12,335 |
|
|
| Schedule of Inputs into the Monte Carlo Simulation Model for the Warrant Liabilities |
The key inputs into the Monte Carlo simulation
model for the Private Placement and the Representative’s warrant liabilities, as affected by the Reverse Stock Splits, were as follows
at June 30, 2026 and December 31, 2025:
| |
|
June 30,
2026 |
|
|
December 31,
2025 |
|
| Input |
|
|
|
|
|
|
| Risk-free interest rate |
|
|
4.17 |
% |
|
|
3.79 |
% |
| Expected term (years) |
|
|
4.03 |
|
|
|
4.53 |
|
| Expected volatility |
|
|
69.40 |
% |
|
|
139.20 |
% |
| Exercise price |
|
$ |
86,250.00 |
|
|
$ |
86,250.00 |
|
| Fair value of Common stock |
|
$ |
11.65 |
|
|
$ |
786.00 |
|
The key inputs into the Monte Carlo simulation
model for the convertible loans payable were as follows at June 30, 2026 and December 31, 2025, as affected by the Reverse Stock
Splits:
| |
|
June 30,
2026 |
|
|
December 31,
2025 |
|
| Input |
|
|
|
|
|
|
| Risk-free interest rate |
|
|
4.01 |
% |
|
|
3.48 |
% |
| Expected term (years) |
|
|
0.16 |
|
|
|
1.03 |
|
| Expected volatility |
|
|
64.52 |
% |
|
|
68.30 |
% |
| Fair value of Common stock |
|
$ |
11.65 |
|
|
$ |
786.00 |
|
|
| Schedule of Financial Instruments that are Measured at Fair Value on a Recurring Basis |
The following table provides a summary of the
changes in the fair value of the Company’s Level 3 warrant liabilities that are measured at fair value on a recurring basis for
the three and six months ended June 30, 2026 (in thousands):
| |
|
Private Placement Warrants |
|
|
Representative’s Warrants |
|
|
Ascent Warrants(1) |
|
|
Total
Level 3
Warrant liabilities |
|
| Fair value at January 1, 2026 |
|
$ |
277 |
|
|
$ |
21 |
|
|
$ |
— |
|
|
$ |
298 |
|
| Gain in fair value of warrant liabilities |
|
|
(240 |
) |
|
|
(18 |
) |
|
|
— |
|
|
|
(258 |
) |
| Fair value at March 31, 2026 |
|
$ |
37 |
|
|
$ |
3 |
|
|
$ |
— |
|
|
$ |
40 |
|
| Issuance of warrants |
|
|
— |
|
|
|
— |
|
|
|
2,178 |
|
|
|
2,178 |
|
| Gain in fair value of warrant liabilities |
|
|
(35 |
) |
|
|
(3 |
) |
|
|
(380 |
) |
|
|
(418 |
) |
| Reclassification of warrant liability to
additional paid-in capital |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(1,798 |
) |
|
|
(1,798 |
) |
| Fair value at June 30, 2026 |
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2 |
|
|
| Schedule of Key Inputs into the Monte Carlo Simulation Model for the Convertible Promissory Note |
The key inputs into the Monte Carlo simulation
model for the Convertible Promissory Note - Related Party were as follows at June 30, 2026, as affected by the July and August Reverse
Stock Splits:
| Input |
|
|
|
| Debt rate |
|
|
13.90 |
% |
| Remaining term (years) |
|
|
0.5 |
|
| Expected volatility |
|
|
233.00 |
% |
| Fair value of Common stock |
|
$ |
11.65 |
|
|
| Schedule of Fair Value of the Company’s Level 3 Related Party Convertible Notes Payable |
Collectively, the Tasly Convertible Note and
the Convertible Promissory Note - Related Party are referred to as “Related Party Convertible Notes Payable”. The following
table provides a summary of the changes in the fair value of the Company’s Level 3 Related Party Convertible Notes Payable for the
three and six months ended June 30, 2026 and 2025 (in thousands):
| |
|
Tasly Convertible Note - Related Party |
|
|
Convertible Promissory Note - Related Party |
|
|
Total
Level 3
Related Party
Convertible
Notes |
|
| Fair value as of January 1, 2026 |
|
$ |
2,290 |
|
|
$ |
1,870 |
|
|
$ |
4,160 |
|
| Loss on change in the fair value of related party convertible debt |
|
$ |
242 |
|
|
$ |
— |
|
|
$ |
242 |
|
| Fair value as of March 31, 2026 |
|
$ |
2,532 |
|
|
$ |
1,870 |
|
|
$ |
4,402 |
|
| Loss on change in the fair value of related party convertible debt |
|
|
97 |
|
|
|
244 |
|
|
|
341 |
|
| Fair value as of June 30, 2026 |
|
$ |
2,629 |
|
|
$ |
2,114 |
|
|
$ |
4,743 |
|
| |
|
Tasly Convertible Note - Related Party |
|
| Fair value as of January 1, 2025 |
|
$ |
2,234 |
|
| Loss on change in the fair value of related party convertible notes |
|
|
156 |
|
| Fair value as of March 31, 2025 |
|
$ |
2,390 |
|
| Loss on change in the fair value of related party convertible notes |
|
|
153 |
|
| Fair value as of June 30, 2025 |
|
|
2,543 |
|
|
| Schedule of Changes in the Fair Value of the Company’s Level 3 Loans Payable |
The following table provides a summary of the
changes in the fair value of the Company’s Level 3 convertible loans payable for the three and six months ended June 30, 2026 (in
thousands):
| |
|
Convertible Loans
Payable |
|
| Fair value as of January 1, 2026 |
|
$ |
7,877 |
|
| Repayments of debt |
|
|
(195 |
) |
| Conversion of debt to equity |
|
|
(1,260 |
) |
| Loss on change in the fair value of convertible loans payable |
|
|
555 |
|
| Fair value as of March 31, 2026 |
|
$ |
6,977 |
|
| Proceeds received |
|
|
1,500 |
|
| Repayments of debt |
|
|
(765 |
) |
| Loss on change in the fair value of convertible loans payable |
|
|
3,910 |
|
| Conversion of debt to equity |
|
|
(3,460 |
) |
| Fair value as of June 30, 2026 |
|
$ |
8,162 |
|
|