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FAIR VALUE MEASUREMENTS | 3 Months Ended
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Mar. 31, 2026
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of cash, accounts payable, accrued expenses, derivative liability, warrant liability, and borrowings under its credit facilities. The Company believes that the carrying amounts of its financial instruments, including cash, accounts payable and accrued expenses approximate their fair values due to the short-term maturities of these instruments. The Company measures its derivative liability and warrant liability at fair value on a recurring basis. Borrowings under the Company’s credit facilities are carried at amortized cost; however, their estimated fair values are disclosed below. The Company uses a third-party valuation firm to assist in determining the fair value of certain financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classifies its financial instruments within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. The hierarchy is as follows: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 — Unobservable inputs for the asset or liability that are used when observable inputs are not available. New Revolving Facility
| March 31, 2026 |  | December 31, 2025
| Carrying amount |  | Fair value |  | Carrying amount |  | Fair value
New Revolving Facility | $ | 71,615 |  |  | $ | 73,282 |  |  | $ | 78,727 |  |  | $ | 79,090 |
The New Revolving Facility is carried at amortized cost. As of March 31, 2026 and December 31, 2025, the unamortized debt discount and issuance costs associated with the New Revolving Facility were $2.8 million and $3.8 million, respectively. The estimated fair value of the New Revolving Facility was determined using Level 2 inputs based on an estimated credit rating for the Company and the trading value of similar debt instruments with comparable credit characteristics. Derivative Liability The Company’s derivative liability consists of a compound embedded derivative associated with the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (the “Convertible Preferred Derivative”).
| Fair Value Measurement Using (as of March 31, 2026)
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Convertible Preferred Derivative | $ | — |  |  | $ | — |  |  | $ | 9,300 |  |  | $ | 9,300 |
|  | Level 3 Rollforward - Derivative Liability ( March 31, 2026)
|  | Balance at December 31, 2025 |  |  |  | Change in fair value recognized in earnings |  | Conversions/ settlements |  | Balance at March 31, 2026
Convertible Preferred Derivative |  | $ | 13,600 |  |  |  |  | $ | (4,300) |  |  | $ | — |  |  | $ | 9,300 |
The Convertible Preferred Derivative arises from the contingent redemption feature and the conversion feature embedded in those instruments (see Note 6 for further information). Both features are aggregated and valued together as a compound derivative. The mandatory redemption and conversion features do not meet the equity classification criteria under ASC 815-40 because they are not indexed solely to the Company’s own stock and are therefore accounted for as an embedded derivative instrument. Accordingly, the mandatory redemption and conversion features were bifurcated from the host convertible preferred stock and recorded as a derivative liability at fair value, with subsequent changes in fair value recorded in “Change in fair value of derivative liability and warrants” in the condensed consolidated statements of operations. The Convertible Preferred Derivative is classified within Level 3 of the fair value hierarchy and is remeasured at fair value at each reporting date, with changes recognized in earnings. The decrease in fair value during the three months ended March 31, 2026 was primarily driven by a shorter expected time to a potential liquidity event and changes in the Company’s stock price. The significant assumptions used in valuing the derivative liabilities as of March 31, 2026 include the following:
Convertible Preferred Derivative
Assumptions | Series A Convertible Preferred Stock |  | Series B Convertible Preferred Stock |  | Units
Time to Liquidity | 0.15 |  | 0.15 |  | Years
Risk free rate (continuous) | 3.7% |  | 3.7% |  | Percent per annum
Volatility | 90.0% |  | 90.0% |  | Percent
Dividend Rate | 12% - 18% |  | 12% - 18% |  | Percent per annum
Discount Rate | 19.0% |  | 18.0% |  | Percent per annum
Warrant Liability
| Warrant liability - Public (Level 1) & Private Warrants (Level 3)
| Fair Value Measurement Using
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Balance at December 31, 2025 | $ | 45 |  |  | $ | — |  |  | $ | 1 |  |  | $ | 46 |
Change in fair value | (16) |  |  | — |  |  | — |  |  | (16) |
Balance at March 31, 2026 | $ | 29 |  |  | $ | — |  |  | $ | 1 |  |  | $ | 30 |
Changes in the fair value of the warrant liability are recorded in “Change in fair value of derivative liability and warrants” in the condensed consolidated statements of operations. During the three months ended March 31, 2026 and 2025, there were no transfers between levels.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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