Stockholders' Equity |
9 Months Ended |
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Sep. 30, 2026 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholders' Equity | Note 7 – Stockholders’ Equity Authorized Capital Upon consummation of the Merger, the Company’s amended and restated certificate of incorporation became effective and authorizes the issuance of 300,000,000 shares of Common Stock and 10,000,000 shares of undesignated preferred stock, each with a par value of $0.0001 per share. As of September 30, 2026, 8,026,384 shares of Common Stock and no shares of preferred stock were issued and outstanding. Holders of Common Stock are entitled to one vote per share, to dividends if, as and when declared by the board of directors, and to share ratably in the net assets of the Company upon liquidation. No dividends have been declared or paid through September 30, 2026. Convertible Preferred Stock of Private Blue Laser Fusion Prior to the Merger, Private Blue Laser Fusion had 3,876,721 shares of Series Seed-1 Convertible Preferred Stock (original issue price $9.7557 per share) and 64,065 shares of Series Seed-2 Convertible Preferred Stock (original issue price $7.80456 per share) outstanding, with an aggregate carrying value of $38.2 million, which were classified as temporary equity because of a contingent redemption right exercisable following a deemed liquidation event. At the Closing, all 3,940,786 shares of convertible preferred stock converted into Private Blue Laser Fusion common stock on a one-for-one basis and were exchanged for 2,488,103 shares of Common Stock at the Exchange Ratio. The convertible preferred stock is presented in temporary equity in the condensed consolidated balance sheet as of December 31, 2025. Following the Preferred Conversion, no convertible preferred stock was outstanding as of September 30, 2026 (see Note 3). Common Stock Activity During the nine months ended September 30, 2026, the Company issued 11,679 shares of Common Stock (18,500 pre-Merger shares) upon the exercise of stock options for proceeds of $24 thousand and issued 1,032,550 shares in the Offering. The 1,000,000 shares of Common Stock held by Unite’s stockholders prior to the Merger remained outstanding following the reverse recapitalization (see Note 3). On April 27, 2026, 138,113 unvested shares of restricted common stock (218,750 pre-Merger shares) held by WUV 1 Limited Partnership were repurchased at their original issue price of $ 0.0001 per share upon termination of the holder’s service relationship. On September 4, 2026, the Company repurchased 505,098 shares of Common Stock ( 800,000pre-Merger shares) from WUV 1 Limited Partnership, a holder of more than 5% of the Company’s outstanding capital stock prior to the Merger, for $ 1.1 million ($ 2.09 per share on a recast basis). The repurchased shares were held as treasury stock, recorded at cost, and were reissued on the same date as the restricted stock awards described below. Upon reissuance, the $ 1.1 million cost of the treasury shares was charged to additional paid-in capital. No shares were held in treasury as of September 30, 2026 or December 31, 2025. On September 4, 2026, the Company issued 505,098 shares of restricted Common Stock (800,000 pre-Merger shares) to seven officers, employees and a consultant at zero cost, with a vesting start date of August 1, 2026. The shares vest over three years from the vesting start date, with no shares vesting before the second anniversary of the vesting start date and one-twelfth of the shares vesting on each monthly anniversary thereafter until fully vested on the third anniversary (see Note 10). Unvested shares are subject to repurchase by the Company at the original issue price upon termination of service. Warrants In connection with the initial closing of the Offering, the Company became obligated to issue to the placement agent warrants to purchase 101,619 shares of Common Stock at an exercise price of $33.00 per share (see Note 3). Once issued, the warrants may be exercised for cash or, when no registration statement covering the underlying shares is effective, on a cashless net-share basis, and expire on the seventh anniversary of the final closing of the Offering. The exercise price is subject to adjustment for stock dividends and splits, pro rata distributions and rights offerings, and is reduced under a weighted-average formula if the Company sells Common Stock or equivalents at a price below the then-current exercise price, other than exempt issuances such as awards under equity incentive plans and shares issued in a public offering. The Company determined that the warrants are indexed to its own stock and meet the conditions for equity classification. The warrants were recorded at their grant-date fair value of $1,462 thousand ($14.39 per warrant share) as an offering cost of the Offering within additional paid-in capital, with no net effect on total stockholders’ equity. Equity-classified warrants are not remeasured after the grant date. The warrant certificates had not been executed and delivered as of September 30, 2026 or the date these financial statements were issued. The fair value was estimated using a Black-Scholes option-pricing model with the following assumptions: stock price of $27.50, exercise price of $33.00, expected term of 7.0 years (the contractual term), expected volatility of 49.6% based on the historical volatility of a group of guideline public companies, a risk-free rate of 4.65% based on the U.S. Treasury constant maturity rate for the expected term, and no expected dividends. The measurement uses significant unobservable inputs (Level 3).
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