v3.26.3
Fair Value Measurements and Fair Value of Financial Instruments
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Fair Value of Financial Instruments Fair Value Measurements and Fair Value of Financial Instruments
The Company measures certain financial assets and liabilities at fair value on a recurring basis. The Company determines fair value based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy. These levels are:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.
Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.
Financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, warrant liability, line of credit, and notes payable. Cash and cash equivalents, accounts receivable and accounts payable are stated
at their respective carrying amounts, which approximate fair value due to their short-term nature. As of June 30, 2026 and December 31, 2025, the Company had no financial instruments that met the definition of cash equivalents outstanding.
The change in fair value of the warrant liability is presented within ‘Change in fair value of warrant liability’ in the accompanying unaudited condensed consolidated statements of operations.
The fair value of the Level 3 warrant liability was determined using a pricing model with certain significant unobservable market data inputs.
Warrant Liability – Fair Value Measurement
The Company’s warrant liability is classified as a Level 3 liability within the fair value hierarchy as the valuation utilizes significant unobservable inputs.
The fair value of the warrants was estimated using a Black-Scholes option pricing model. The model requires the use of significant assumptions, including:
•The Company’s stock price at the valuation date
•The contractual exercise price
•Expected volatility
•Risk-free interest rate
•Expected term
•Dividend yield
Expected volatility was based on the historical volatility of the Company’s common stock. The risk-free interest rate was based on U.S. Treasury yields commensurate with the expected term of the warrants. The expected term was based on the contractual remaining life of the warrants. The Company assumed a dividend yield of zero, as it does not expect to declare dividends in the foreseeable future.
As of June 30, 2026, the significant assumptions used in the Black-Scholes model were as follows:
•Stock price: $1.81
•Exercise prices: $1.36 – $2.00
•Expected volatility: 135%
•Risk-free interest rate: 4.10% – 4.11%
•Remaining term: 3.75 – 4.21 years
•Dividend yield: —%
Changes in these assumptions could result in a material change in the fair value of the warrant liability.
Fair Value Tables
As of June 30, 2026, the Company did not have any assets measured at fair value on a recurring basis. The Company’s liabilities measured at fair value consisted of the following at June 30, 2026:
Fair Value as of June 30, 2026
TotalLevel 1Level 2Level 3
Liabilities:
Warrant liability$56,482 $— $— $56,482 
Total liabilities$56,482 $— $— $56,482 
The table below provides a summary of changes in the estimated fair value of the Company’s Level 3 assets and liabilities:
Warrant
Liability
Balance at January 1, 2026$22,561 
Pre-funded Warrants issued in connection Series 10 Preferred Stock conversion24,186 
Exercise of Warrants(3,299)
Change in fair value13,034 
Balance at June 30, 2026$56,482