4. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2 — Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying value of cash and cash equivalents, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments.

Cash is measured at fair value on a recurring basis using Level 1 inputs. The Company had $36,042 and $37,451 of money market funds, demand deposit and savings accounts included in cash and cash equivalents and restricted cash as of December 31, 2025 and 2024, respectively. These assets were valued using quoted prices in active markets and accordingly were classified as Level 1. The Company had no assets or liabilities classified using Level 2 inputs and there were no transfers between fair value measurement levels during the years ended December 31, 2025 and 2024. Other liabilities include warrant liabilities that are measured at fair value on a recurring basis using the Black-Scholes option pricing, these inputs are considered level 3 inputs within the fair value hierarchy. As of December 31, 2025 and February 12, 2025, the closing date of the February 2025 Offering and the initial warrant liability valuation date, the fair value of the warrant liabilities were $1,730 and $2,858, respectively.

The key assumptions used in the Black-Scholes option pricing model to fair value the common stock warrants liability are as follows:

 

 

 

December 31, 2025

 

 

February 12, 2025

 

Stock Price

 

$

0.98

 

 

$

1.20

 

Risk Free interest rate

 

 

3.65

%

 

 

4.48

%

Expected dividend yield

 

 

 

 

 

 

Term (years)

 

 

4.12

 

 

 

5.00

 

Expected volatility

 

 

60.00

%

 

 

60.00

%

Historical Timeline

Fiscal YearFiled
2025Mar 18, 2026Showing above
2024Mar 17, 2025
2023Mar 22, 2024
2022Mar 22, 2023
2021Mar 25, 2022

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.