XML 23 R14.htm IDEA: XBRL DOCUMENT
v3.25.3

Warrant and Derivative Liabilities | 9 Months Ended
--- | ---
Sep. 30, 2025
Warrant and Derivative Liabilities [Abstract] |
Warrant and derivative liabilities | Note 8 — Warrant and derivative liabilities Contingent warrant liabilities The following table summarizes the activity for the contingent warrant liabilities, using unobservable Level 3 inputs, for the three and nine months ended September 30, 2025:
|  | Contingent Warrant Liability |
Balance at December 31, 2024 |  | $ | 43,089 |
Change in fair value |  |  | 9,795 |
Balance at March 31, 2025 |  | $ | 52,884 |
Change in fair value |  |  | 229 |
Balance at June 30, 2025 |  |  | 53,113 |
Change in fair value |  |  | 36 |
Balance at September 30, 2025 |  | $ | 53,149 |
Series D derivative liabilities and warrant liabilities On September 22, 2025, the Company completed a private placement transaction with institutional investors, resulting in the issuance of Series D convertible preferred stock and accompanying warrants to purchase shares of common stock. In connection with this transaction, the Company recorded warrant liabilities related to the Series D Warrants and derivative liabilities associated with certain embedded features in the Series D Preferred Stock. These instruments were classified as liabilities and measured at fair value in accordance with ASC 815 due to their settlement provisions and other contractual terms. Refer to Note 9 for further detail on the private placement transaction. The Company measured its bifurcated embedded derivative liabilities and warrant liabilities as of September 30, 2025 and September 22, 2025, at fair value on a recurring basis using level 3 inputs. These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. The derivative liabilities and warrant liabilities were both measured using Monte Carlo valuation models. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. The table below shows the inputs used to determine the fair value of the derivative liabilities:
|  | As of |
|  | September 30, |  |  | September 22, |
|  | 2025 |  |  | 2025 |
Expected term (years) |  |  | 2.98 |  |  |  | 3.0 |
Expected volatility |  |  | 150.00 | % |  |  | 150.00 | %
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | %
Risk-free interest rate |  |  | 3.58 | % |  |  | 3.56 | %
The table below shows the inputs used to determine the fair value of the warrant liabilities:
|  | As of |
|  | September 30, |  |  | September 22, |
|  | 2025 |  |  | 2025 |
Expected term (years) |  |  | 2.98 |  |  |  | 3.0 |
Expected volatility |  |  | 150.00 | % |  |  | 150.00 | %
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | %
Risk-free interest rate |  |  | 3.58 | % |  |  | 3.56 | %
The following table presents information about the Company’s derivative liabilities and warrant liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and September 22, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|  | Valuation Level |  | September 30, 2025 |  |  | September 22, 2025 |
Warrant liabilities |  | Level 3 |  | $ | 12,815,000 |  |  | $ | 14,749,000 |
Derivative liabilities |  | Level 3 |  |  | 988,000 |  |  |  | 772,000 |
|  |  |  | $ | 13,803,000 |  |  | $ | 15,521,000 |
The following table sets forth a summary of the change in the fair value of the derivative liabilities and warrant liabilities that are measured at fair value on a recurring basis for the three and nine months ended September 30, 2025:
|  | Derivative Liabilities |  |  | Warrant Liabilities |
Balance, as of December 31, 2024 |  | - |  |  | - |
Fair value recognized upon issuance |  | $ | 772,000 |  |  | $ | 14,749,000 |
Change in fair value |  |  | 216,000 |  |  |  | (1,934,000 | )
Balance, as of September 30, 2025 |  | $ | 988,000 |  |  | $ | 12,815,000 |

X
- References No definition available. + Details
Name: | us-gaap_DerivativeLiabilitiesAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for derivatives and fair value of assets and liabilities. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/820/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 815 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/815/tableOfContent + Details
Name: | us-gaap_DerivativesAndFairValueTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration