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Warrant and Derivative Liabilities | 3 Months Ended
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Mar. 31, 2026
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 months ended March 31, 2026:
|  | Contingent Warrant Liability |
Balance at December 31, 2025 |  |  | 26,590 |
Change in fair value |  |  | (1,612 | )
Balance at March 31, 2026 |  | $ | 24,978 |
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 the Series D PIPE Financing, 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 details on the private placement transaction. The Company measured its bifurcated embedded derivative liabilities and warrant liabilities as of March 31, 2026, December 31, 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. As of December 11, 2025, the Company had entered a letter of intent with Realbotix (“LOI”), which contemplates a change of control transaction. A closing condition of the LOI is that no convertible securities of the Company will be outstanding prior to, or upon, closing (subject to approval of the preferred shareholders) which creates two distinct timing scenarios for the settlement of the preferred securities: prior to, or at closing, pursuant to the terms of the LOI or after closing in the event the transaction proposed by the LOI is not completed. Given the disparate timing conditions, the valuation included two scenarios in the Monte Carlo valuation analysis as of March 31, 2026 and December 31, 2025: Closing and No Closing. The Closing scenario includes settlement logic for the preferred securities based on the profit-maximizing outcome of the preferred shareholder at the hypothetical closing date. The No Closing scenario models the embedded derivatives as if there was no forced conversion event (similar to valuation analyses of the embedded derivatives as of their original issuance and September 30, 2025). The table below shows the inputs used to determine the fair value of the derivative liabilities:
|  | As of |
|  | March 31, |  |  | March 31, |  |  | December 31, |  |  | December 31, |
|  | 2026 |  |  | 2026 |  |  | 2025 |  |  | 2025 |
|  | Closing Scenario |  |  | Non-closing Scenario |  |  | Closing Scenario |  |  | Non-closing Scenario |
Expected term (years) |  |  | 2.48 |  |  |  | 2.48 |  |  |  | 2.75 |  |  |  | 2.73 |
Expected volatility |  |  | 150.00 | % |  |  | 150.00 | % |  |  | 150.00 | % |  |  | 150.00 | %
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
Risk-free interest rate |  |  | 3.78 | % |  |  | 3.78 | % |  |  | 3.50 | % |  |  | 3.50 | %
Probability |  |  | 40.00 | % |  |  | 60.00 | % |  |  | 40.00 | % |  |  | 60.00 | %
The Limited Waiver Agreement executed on December 23, 2025 resulted in reclassification of the warrants to equity, the warrant liability was remeasured using inputs as of December 23, 2025, and no subsequent liability remeasurement was required through December 31, 2025. The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|  | Valuation Level |  | March 31, 2026 |  |  | December 31, 2025 |
Derivative liabilities |  | Level 3 |  |  | 625,555 |  |  |  | 4,581,333 |
|  |  |  | $ | 625,555 |  |  | $ | 4,581,333 |
The following table sets forth a summary of the change in the fair value of the derivative liabilities that are measured at fair value on a recurring basis for the three months ended March 31, 2026:
|  | Derivative Liabilities |
Balance, as of December 31, 2025 |  |  | 4,581,333 |
Change in fair value |  |  | (3,955,778 | )
Balance, as of March 31, 2026 |  | $ | 625,555 |
Series E derivative liabilities and warrant liabilities On October 1, 2025, the Company completed a private placement transaction with institutional investors, resulting in the issuance of Series E convertible preferred stock and accompanying warrants to purchase shares of common stock. In connection with the Series E PIPE financing, the Company recorded warrant liabilities related to the Series E Warrants and derivative liabilities associated with certain embedded features in the Series E 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 measures its bifurcated embedded derivative liability and warrant liability as of March 31, 2026, December 31, 2025 and issuance, 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 liability and warrant liability 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. As of December 11, 2025, the Company had entered a letter of intent with Realbotix (“LOI”), which contemplates a change of control transaction. A closing condition of the LOI is that no convertible securities of the Company will be outstanding prior to, or upon, closing (subject to approval of the preferred shareholders) which creates two distinct timing scenarios for the settlement of the preferred securities: prior to, or at closing, pursuant to the terms of the LOI or after closing in the event the transaction proposed by the LOI is not completed. Given the disparate timing conditions, the valuation included two scenarios in the Monte Carlo valuation analysis as of March 31, 2026 and December 31, 2025: Closing and No Closing. The Closing scenario includes settlement logic for the preferred securities based on the profit-maximizing outcome of the preferred shareholder at the hypothetical closing date. The No Closing scenario models the embedded derivatives as if there was no forced conversion event (similar to valuation analyses of the embedded derivatives as of their original issuance and September 30, 2025). The table below shows the inputs used to determine the fair value of the derivative liabilities:
|  | As of |
|  | March 31, |  |  | March 31, |  |  | December 31, |  |  | December 31, |
|  | 2026 |  |  | 2026 |  |  | 2025 |  |  | 2025 |
|  | Closing Scenario |  |  | Non-closing Scenario |  |  | Closing Scenario |  |  | Non-closing Scenario |
Expected term (years) |  |  | 2.5 |  |  |  | 2.5 |  |  |  | 2.73 |  |  |  | 2.75 |
Expected volatility |  |  | 150.00 | % |  |  | 150.00 | % |  |  | 150.00 | % |  |  | 150.00 | %
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | % |  |  | 0.00 | %
Risk-free interest rate |  |  | 3.78 | % |  |  | 3.78 | % |  |  | 3.50 | % |  |  | 3.50 | %
Probability |  |  | 40.00 | % |  |  | 60.00 | % |  |  | 40.00 | % |  |  | 60.00 | %
The Limited Waiver Agreement executed on December 23, 2025 resulted in reclassification of the warrants to equity, the warrant liability was remeasured using inputs as of December 23, 2025, and no subsequent liability remeasurement was required through December 31, 2025. The following table presents information about the Company’s derivative liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|  | Valuation Level |  | March 31, 2026 |  |  | December 31, 2025 |
Derivative liabilities |  | Level 3 |  |  | 331,424 |  |  |  | 2,404,014 |
|  |  |  | $ | 331,424 |  |  | $ | 2,404,014 |
The following table sets forth a summary of the change in the fair value of the derivative liabilities that are measured at fair value on a recurring basis for the three months ended March 31, 2026:
|  | Derivative Liabilities |
Balance, as of December 31, 2025 |  |  | 2,404,014 |
Change in fair value |  |  | (2,072,590 | )
Balance, as of March 31, 2026 |  | $ | 331,424 |

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- 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
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