v3.26.3
Fair Value Measurement (Tables)
9 Months Ended
Sep. 30, 2026
Fair Value Measurements [Abstract]  
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of September 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 September 30, 2026  
    Level 1     Level 2     Level 3     Total  
Liabilities:                        
Convertible notes due to related parties held at fair value   $ —     $ —     $ 3,743     $ 3,743  
Convertible loans payable at fair value     —       —       2,627       2,627  
Warrant liabilities - Private Placement Warrants     —       —       —       —  
Warrant liabilities - Representative’s Warrants     —       —       —       —  
Total liabilities measured at fair value   $ —     $ —     $ 6,370     $ 6,370  

 

    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 and Convertible Loans Payable

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 September 30, 2026 and December 31, 2025:

 

    September 30,
2026
    December 31,
2025
 
Input            
Risk-free interest rate     5.04 %     3.79 %
Expected term (years)     3.78       4.53  
Expected volatility     134.50 %     139.20 %
Exercise price   $ 86,250.00     $ 86,250.00  
Fair value of Common stock   $ 1.98     $ 786.00  

 

The key inputs into the Monte Carlo simulation model for the convertible loans payable were as follows at September 30, 2026 and December 31, 2025, as affected by the Reverse Stock Splits:

 

    September 30,
2026
    December 31,
2025
 
Input            
Risk-free interest rate     4.21% - 4.35 %     3.48 %
Expected term (years)      0.08 - 0.55       1.03  
Expected volatility     62.6% - 71.2 %     68.30 %
Fair value of Common stock   $ 1.98     $ 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 nine months ended September 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  
Gain in fair value of warrant liabilities   $ (2 )   $ —     $ —     $ (2 )
Fair value at September 30, 2026   $ —     $ —     $ —     $ —  

 

(1) On April 29, 2026, the Ascent Warrants were reclassified from liabilities to additional paid-in capital following an amendment that resulted in the warrants meeting the criteria for equity classification under ASC 815-40. Accordingly, the Ascent Warrants were no longer subject to recurring fair value remeasurement subsequent to the reclassification date, and no related warrant liability was outstanding as of June 30, 2026 or September 30, 2026. See Note 9 for the key inputs used in the Black-Scholes option pricing model during the three and nine months ended September 30, 2026 in calculating the fair value of the Ascent Warrants after the April 29, 2026 reclassification.
Schedule of Key Inputs into the Monte Carlo Simulation Model for the Convertible Promissory Note The ranges reflect separate fair value measurements performed in connection with amendments to the note on July 31, 2026 and August 12, 2026, as well as the subsequent fair value remeasurement as of September 30, 2026:

 

Input        
Debt rate     14.51% - 16.72%  
Remaining term (years)      0.25 - 0.42  
Expected volatility     300.0% - 536.0%  
Fair value of Common stock      $ 1.98 - $ 4.24  
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”. The following table provides a summary of the changes in the fair value of the Company’s Level 3 Related Party Convertible Notes for the three and nine months ended September 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  
Loss (gain) on change in the fair value of related party convertible debt     98       (1,411 )     (1,313 )
Conversion of debt to equity     —       (1,166 )     (1,166 )
Debt extinguishment     —       1,479       1,479  
Fair value as of September 30, 2026   $ 2,727     $ 1,016     $ 3,743  

 

    Tasly Convertible
Note -
Related Party
    Convertible
Promissory Note -
Related Party
    Total Level 3
Related Party Convertible
Notes
 
Fair value as of January 1, 2025   $ 2,234     $ —     $ 2,234  
Loss on change in the fair value of related party convertible notes     156       —       156  
Fair value as of March 31, 2025   $ 2,390     $ —     $ 2,390  
Loss on change in the fair value of related party convertible notes     153       —       153  
Fair value as of June 30, 2025   $ 2,543     $ —     $ 2,543  
Assumption of related party convertible note upon closing of the Business Combination     —       2,162       2,162  
Gain on change in the fair value of related party convertible notes     (336 )     (242 )     (578 )
Fair value as of September 30, 2025   $ 2,207     $ 1,920     $ 4,127  
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 nine months ended September 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  
Proceeds received     1,300  
Conversion of debt to equity     (7,204 )
Loss on change in the fair value of convertible loans payable     (6,038 )
Debt extinguishment    

6,407

 
Fair value as of September 30, 2026   $ 2,627  

 

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 nine months ended September 30, 2025 (in thousands):

 

    Convertible Loans Payable  
Fair value as of January 1, 2025   $ —  
Proceeds Received     —  
Repayments of debt     —  
Conversion of debt to equity     —  
Loss on change in the fair value of convertible loans payable     —  
Fair value as of March 31, 2025   $ —  
Proceeds received     —  
Repayments of debt     —  
Loss on change in the fair value of convertible loans payable     —  
Conversion of debt to equity     —  
Fair value as of June 30, 2025   $ —  
Proceeds received     11,000  
Repayments of debt     (610 )
Loss on change in the fair value of convertible loans payable     3,969  
Fair value as of September 30, 2025   $ 14,359