Fair Value of Financial Assets and Liabilities (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Financial Assets and Liabilities Measures at Fair Value |
The
following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring
basis and indicate the level of the fair value hierarchy used to determine such fair values:
Schedule
of Financial Assets and Liabilities Measures at Fair Value
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| | |
Fair Value Measurements as of December 31, 2025 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Acquisition-related contingent consideration obligations | |
$ | — | | |
$ | — | | |
$ | 1,413 | | |
$ | 1,413 | |
| Contingent stock consideration | |
| | | |
| | | |
| | | |
| | |
| Short-term debt - Yorkville | |
| | | |
| | | |
| | | |
| | |
| Short-term debt - unsecured senior convertible notes | |
| | | |
| | | |
| | | |
| | |
| December 2025 Convertible Note | |
| — | | |
| — | | |
| 2,687 | | |
| 2,687 | |
| December 2025 Promissory Note | |
| — | | |
| — | | |
| 6,876 | | |
| 6,876 | |
| Warrant liability - July 2023 Registered Direct Warrants | |
| — | | |
| — | | |
| 534 | | |
| 534 | |
| Warrant liability - April 2023 Registered Direct Warrants | |
| — | | |
| — | | |
| 483 | | |
| 483 | |
| Warrant liability - May 2022 PIPE Warrants | |
| — | | |
| — | | |
| 240 | | |
| 240 | |
| Warrant liability - November 2024 Purchaser Warrants | |
| | | |
| | | |
| | | |
| | |
| Warrant liability - November 2024 Placement Agent Warrants | |
| | | |
| | | |
| | | |
| | |
| Warrant liability - Public Warrants | |
| 288 | | |
| — | | |
| — | | |
| 288 | |
| Bifurcated embedded derivative – Series A Preferred Stock | |
| — | | |
| — | | |
| 92 | | |
| 92 | |
| Total
fair value liabilities | |
$ | 288 | | |
$ | — | | |
$ | 12,325 | | |
$ | 12,613 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| | |
Fair Value Measurements as of December 31, 2024 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Acquisition-related contingent consideration obligations | |
$ | — | | |
$ | — | | |
$ | 1,413 | | |
$ | 1,413 | |
| Contingent stock consideration | |
| — | | |
| — | | |
| 27 | | |
| 27 | |
| Short-term debt - Yorkville | |
| — | | |
| — | | |
| 1,865 | | |
| 1,865 | |
| Short-term debt - unsecured senior convertible notes | |
| — | | |
| — | | |
| 620 | | |
| 620 | |
| Warrant liability - July 2023 Registered Direct Warrants | |
| — | | |
| — | | |
| 1,115 | | |
| 1,115 | |
| Warrant liability - April 2023 Registered Direct Warrants | |
| — | | |
| — | | |
| 1,022 | | |
| 1,022 | |
| Warrant liability - May 2022 PIPE Warrants | |
| — | | |
| — | | |
| 505 | | |
| 505 | |
| Warrant liability - November 2024 Purchaser Warrants | |
| — | | |
| — | | |
| 278 | | |
| 278 | |
| Warrant liability - November 2024 Placement Agent Warrants | |
| — | | |
| — | | |
| 48 | | |
| 48 | |
| Warrant liability - Public Warrants | |
| 287 | | |
| — | | |
| — | | |
| 287 | |
| Total
fair value liabilities | |
$ | 287 | | |
$ | — | | |
$ | 6,902 | | |
$ | 7,189 | |
|
| Schedule of Reconciliation of Convertible Note Receivable Measured on Recurring Basis |
The
following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs
for the years ended December 31, 2025 and 2024:
Schedule
of Reconciliation of Convertible Note Receivable Measured on Recurring Basis
| | |
Balance as of January 1, 2025 | | |
Net transfers in to (out of) Level 3 | | |
Purchases, settlements and other net | | |
Fair value adjustments | | |
Balance as of December 31, 2025 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Acquisition-related contingent consideration obligations | |
$ | 1,413 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 1,413 | |
| | |
Balance as of January 1, 2024 | | |
Net transfers in to (out of) Level 3 | | |
Purchases, settlements and other net | | |
Fair value adjustments | | |
Balance as of December 31, 2024 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Acquisition-related contingent consideration obligations | |
$ | 1,606 | | |
$ | — | | |
$ | — | | |
$ | (193 | ) | |
$ | 1,413 | |
|
| Schedule of Reconciliation of Short-term Debt Obligation Measured on Recurring Basis |
The
following table presents a reconciliation of short-term debt obligations measured on a recurring basis using Level 3 inputs for the years
ended December 31, 2025 and 2024:
Schedule
of Reconciliation of Short-term Debt Obligation Measured on Recurring Basis
| Short-term debt – unaffiliated liabilities: | |
| | |
| Balance as of January 1, 2025 | |
$ | 2,485 | |
| Principal repayments | |
| (17,374 | |
| Issuance of December 2025 Convertible Note | |
| 2,804 | |
| Issuance of December 2025 Promissory Note | |
| 6,861 | |
| Issuance of unsecured senior convertible notes, net of fair value adjustments | |
| 689 | |
| Conversion of unsecured senior convertible note into common shares | |
| (922 | ) |
| Settlement of Yorkville Convertible Promissory Note in connection with issuance of common stock | |
| (3,469 | ) |
| Fair value adjustment through earnings | |
| 1,809 | |
| Fair value adjustment through accumulated other comprehensive income | |
| (5 | ) |
| Balance as of December 31, 2025 | |
$ | 9,563 | |
| Short-term debt – unaffiliated liabilities: | |
| | |
| Balance as of January 1, 2024 | |
$ | 17,223 | |
| Repayment of Yorkville PPA principal | |
| (17,374 | ) |
| Issuance of convertible promissory note | |
| |
| Issuance of unsecured senior convertible notes, net of fair value adjustments | |
| 689 | |
| Conversion of debt into common shares | |
| (1,700 | ) |
| Fair value adjustment through earnings | |
| 492 | |
| Fair value adjustment through accumulated other comprehensive income | |
| 5 | |
| Balance as of December 31, 2024 | |
$ | 2,485 | |
|
| Schedule of Reconciliation of Warrant Liabilities Measured on Recurring Basis |
The
following table presents a reconciliation of the warrant liabilities measured on a recurring basis using Level 3 inputs for the years
ended December 31, 2025 and 2024:
Schedule
of Reconciliation of Warrant Liabilities Measured on Recurring Basis
| Warrant liabilities: | |
| |
| Balance as of January 1, 2025 | |
$ | 2,977 | |
| Issuance of RWI Warrant in connection with RWI binding term sheet | |
| 5,031 | |
| Issuance of KTL Warrants in connection with the KTL Note | |
| 9,150 | |
| Reclassification of November 2024 Purchaser and Placement Agent warrants to equity | |
| (501 | ) |
| Reclassification of RWI Bridge warrants to equity | |
| (8,902 | ) |
| Reclassification of the KTL Warrants to equity | |
| (9,186 | ) |
| Gain recognized in earnings from change in fair value | |
| 2,688 | |
| Balance as of December 31, 2025 | |
$ | 1,257 | |
| Warrant liabilities: | |
| |
| Balance as of January 1, 2024 | |
$ | 3,784 | |
| January 2024 Bridge Loan – Tranche #2 warrant issuance | |
| 1,858 | |
| November 2024 Purchaser warrant issuance | |
| 354 | |
| November 2024 Placement Agent warrant issuance | |
| 61 | |
| Gain recognized in earnings from change in fair value | |
| (110 | ) |
| Reclassification of warrants from liability classified to equity classified | |
| (2,970 | ) |
| Balance as of December 31, 2024 | |
$ | 2,977 | |
|
| Schedule of Derivative Liabilities Measured on a Recurring Basis |
The
following table presents a reconciliation of the derivative liabilities measured on a recurring basis using Level 3 inputs for the years
ended December 31, 2025:
Schedule
of Derivative Liabilities Measured on a Recurring Basis
| Liabilities: | |
| | |
| Balance as of January 1, 2025 | |
$ | — | |
| Fair value of derivative liability associated with Series A Preferred Stock
at issuance | |
| 157 | |
| Change in fair value of bifurcated embedded derivative | |
| (65 | ) |
| Balance as of December 31, 2025 | |
$ | 92 | |
|
| Schedule of Bifurcated Derivative Monte Carlo Valuation Model |
Significant
inputs for the bifurcated derivative Monte Carlo valuation model are as follows:
Schedule
of Bifurcated Derivative Monte Carlo Valuation Model
| | |
December 31, | | |
October 24, | |
| | |
2025 | | |
2025 | |
| | |
| | |
(issuance) | |
| Series A Preferred Stock Valuation | |
$ | 1.11 | | |
$ | 2.07 | |
| Equity volatility | |
| 94.7 | % | |
| 100.9 | % |
| Time to maturity (years) | |
| 2.0 | | |
| 2.2 | |
| Risk-free interest rate | |
| 3.47 | % | |
| 3.49 | % |
| Dividend rate | |
| 5.0 | % | |
| 5.0 | % |
| Penalty dividend rate | |
| 18.0 | % | |
| 18.0 | % |
| Probability of dissolution | |
| 15.0 | % | |
| 15.0 | % |
|
| May 2022 PIPE Warrants and April 2023 Registered Direct Warrants [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Significant Inputs for Sponsor Warrants |
Significant
inputs for the May 2022 PIPE Warrants and the 2023 Registered Direct Warrants were as follows:
Schedule
of May 2022 PIPE Warrants and 2023 Registered Direct Warrants
| |
|
December
31, |
|
| |
|
2025 |
|
|
2024 |
|
| Common
share price |
|
$ |
1.11 |
|
|
$ |
2.08 |
|
| Exercise
price |
|
$ |
3.50 |
|
|
$ |
3.50
– 7.50 |
|
| Dividend
yield |
|
|
0 |
% |
|
|
0 |
% |
| Term
(years) |
|
|
2.8 |
|
|
|
3.78
– 4.09 |
|
| Risk-free
interest rate |
|
|
3.55 |
% |
|
|
4.3 |
% |
| Volatility |
|
|
123.5%
– 125.7 |
% |
|
|
98.5%
– 98.8 |
% |
|
| RWI Bridge Warrants [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Significant Inputs for Sponsor Warrants |
On
July 24, 2025 the RWI Bridge Warrants were reclassified from liability to equity classification. The Company also issued an
additional tranche of 500,000
equity-classified warrants to RWI. The additional tranche of warrants was issued at a fair value of $1,340
and the issuance resulted in the extinguishment of a promise to issue warrants liability which had previously been included within
accrued expenses and other current liabilities. The promise to issue warrants liability was initially recorded on February 12, 2025
at a fair value of $710. The change in fair value of the promise to issue warrants liability during the year ended December 31, 2025
was $630
and is recorded within change in fair value of warrant liabilities on the consolidated statement of operations (Note 15). Significant inputs
for the RWI Bridge Warrants were as follows:
Schedule
of Bridge Warrants
| | |
July 24, 2025 | | |
February 12, 2025 | |
| | |
(reclassification
and issuance) | | |
(issuance) | |
| Common share price | |
$ | 3.16 | | |
$ | 1.88 | |
| Exercise price (1) | |
$ | 2.84 | | |
$ | 2.49 – 8.10 | |
| Equity volatility | |
| N/A | | |
| 120.0 | % |
| Term (years) | |
| 2.9 – 5.0 | | |
| 3.4 – 4.4 | |
| Risk-free interest rate | |
| 3.87 – 3.98 | | |
| 4.00 | % |
| Volatility | |
| 120.48% – 125.27 | % | |
| 112.5 | % |
| |
(1) |
The
exercise price of the RWI Bridge Warrants is the product of (i) 90% and (ii) the official closing price of the Company’s Class
A Common Stock on July 24, 2025, as quoted on the principal Trading Market of the Class A Common Stock (or, if such date is not a
Trading Day, then on the immediately following Trading Day), provided that, if the product of (i) and (ii) is less than $1.50, then
the New Exercise Price shall be the product of (y) 180% and (z) the official closing price of the Company’s Class A Common
Stock on July 24, 2025, and, if necessary, each Trading Day thereafter, each as quoted on the principal Trading Market of the Class
A Common Stock, until the product of (y) and (z) is equal to or above $1.50, provided further that, the exercise price of any new
RWI warrant shall not be higher than the exercise price of the existing RWI warrant that the new RWI warrant is replacing. |
|
| KTL Warrants [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Significant Inputs for Sponsor Warrants |
On
July 24, 2025 the KTL Warrants were reclassified from liability to equity classification. Significant inputs for the KTL Warrants were
as follows:
Schedule
of Bridge Warrants
| | |
July 24, 2025 | | |
July 21, 2025 | |
| | |
(reclassification) | | |
(issuance) | |
| Common share price | |
$ | 3.16 | | |
$ | 3.15 | |
| Exercise price | |
$ | 2.52 | | |
$ | 2.52 | |
| Dividend yield | |
| 0 | % | |
| 0 | % |
| Term (years) | |
| 4.99 | | |
| 5.0 | |
| Risk-free interest rate | |
| 3.98 | % | |
| 3.91 | % |
| Volatility | |
| 99.19 | % | |
| 99.05 | % |
|
| Sponsors Warrants [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Significant Inputs for Sponsor Warrants |
Schedule
of Significant Inputs for Sponsor Warrants
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Common share price | |
$ | | | |
$ | | |
| Exercise price | |
$ | | | |
$ | | |
| Dividend yield | |
| 0 | % | |
| 0 | % |
| Term (years) | |
| 0.5 | | |
| 1.5 | |
| Risk-free interest rate | |
| 3.59 | % | |
| 4.21 | % |
| Volatility | |
| 118.6 | % | |
| 111.4 | % |
|
| Convertible Promissory Notes [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Convertible Note Valuation Model |
Significant
inputs for the Yorkville convertible promissory note valuation model were as follows:
Schedule
of Yorkville Convertible Promissory Note Valuation Model
| | |
September
4, 2025 – September 25, 2025 | | |
December
31, 2024 | |
| | |
(conversion) | | |
| |
| Common
share price | |
$ | 2.04 – 2.36 | | |
$ | 2.08 | |
| Credit
spread | |
| N/A | | |
| 7.50 | % |
| Dividend
yield | |
| N/A | | |
| 0 | % |
| Term
(years) | |
| N/A | | |
| 0.20 | |
| Risk-free
interest rate | |
| N/A | | |
| 4.30 | % |
| Volatility | |
| N/A | | |
| 50.0 | % |
|
| Unsecured Senior Convertible Notes [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Convertible Note Valuation Model |
Significant
inputs for the unsecured senior convertible notes valuation model were as follows:
Schedule
of Convertible Notes Valuation Model
| | |
June 25, 2025 | | |
December 31, 2024 | |
| | |
(conversion) | | |
| |
| Common share price | |
$ | 1.88 | | |
| 2.08 | |
| Credit spread | |
| N/A | | |
| 7.60 | % |
| Dividend yield | |
| N/A | | |
| 0 | % |
| Term (years) | |
| N/A | | |
| 0.90 | |
| Risk-free interest rate | |
| N/A | | |
| 4.20 | % |
| Volatility | |
| N/A | | |
| 50.0 | % |
|
| December 2025 Promissory Note [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Convertible Note Valuation Model |
Significant
inputs for the December 2025 Promissory Note valuation model were as follows:
Schedule
of Promissory Note Valuation Model
| | |
December 31, 2025 | | |
December 19, 2025 | |
| | |
| | |
(issuance) | |
| Likelihood of optional redemption | |
$ | 70.00 | % | |
| 70.00 | % |
| Likelihood of optional redemption upon default | |
| 5.00 | % | |
| 5.00 | % |
| Likelihood of default | |
| 5.00 | % | |
| 5.00 | % |
| Yield | |
| 15.09 | % | |
| 13.96 | % |
|
| December 2025 Convertible Note [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Convertible Note Valuation Model |
Significant
inputs for the December 2025 Convertible Note valuation model were as follows:
Schedule
of Convertible Note Valuation Model
| | |
December 31, 2025 | | |
December 19, 2025 | |
| | |
| | |
(issuance) | |
| Likelihood of optional conversion | |
$ | 20.00 | % | |
| 20.00 | % |
| Likelihood of dissolution | |
| 15.00 | % | |
| 15.00 | % |
| Yield | |
| 14.98 | % | |
| 13.91 | % |
|
| Contingent Stock Consideration [Member] |
|
| Business Combination, Contingent Consideration [Line Items] |
|
| Schedule of Reconciliation of Contingent Consideration Obligations Measured on a Recurring Basis |
The
following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level
3 inputs for the years ended December 31, 2025 and 2024:
Schedule
of Reconciliation of Contingent Consideration Obligations Measured on a Recurring Basis
| | |
Balance as of January 1, 2025 | | |
Net
transfers in to (out of) Level 3 | | |
Purchases, settlements and
other net | | |
Fair value adjustments | | |
Balance as of December
31, 2025 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Contingent stock consideration | |
$ | 27 | | |
$ | — | | |
$ | (27 | ) | |
$ | — | | |
$ | — | |
| | |
Balance as of January 1, 2024 | | |
Net
transfers in to (out of) Level 3 | | |
Purchases, settlements and
other net | | |
Fair value adjustments | | |
Balance as of December
31, 2024 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Contingent stock consideration | |
$ | 27 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 27 | |
|