NOTE 11. FAIR VALUE MEASUREMENT

 

In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.

 

ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1 — Quoted prices in active markets for identical assets and liabilities
   
Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)
   
Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value)

 

The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024:

 

   December 31, 2025 
   Level 1   Level 2   Level 3   Total 
Liabilities:                    
Warrant derivative liabilities  $   $   $852,844   $852,844 
                     
   $   $   $852,844   $852,844 

 

   December 31, 2024 
   Level 1   Level 2   Level 3   Total 
Liabilities:                    
Warrant derivative liabilities  $   $   $4,554,640   $4,554,640 
                     
   $   $   $4,554,640   $4,554,640 

 

 

The following table represents the change in Level 3 tier value measurements for warrant derivative liabilities:

 

  

Year

Ended

December 31,

2025

 
     
Balance, December 31, 2024  $4,554,640 
      
Issuance of pre-funded warrant derivative liabilities in February 2025 public equity offering   1,803 
      
Issuance/Activation of Series A Warrants issued in connection with the February 2025 public equity offering   1,340,214 
      
Issuance/Activation of Series B Warrants issued in connection with the February 2025 public equity offering   5,406,408 
      

Issuance of derivative liabilities in connection with the 2025 Senior Secured Convertible Notes

   852,675 
      
Transition of warrant derivative liability to equity due to exercise of pre-funded warrant derivative liabilities in February 2025 public equity offering   (1,803)
      
Transition of warrant derivative liability to equity due to exercise of Series B common stock purchase warrants issued in June 2024 Private Placement   (1,989,806)
      
Transition of warrant derivative liability to equity due to exercise of Series B common stock purchase warrants issued in February 2025 Public Equity Offering   (5,406,320)
      
Transition of warrant derivative liability to equity due to elimination of net cash settlement provisions relative to the Series A common stock purchase warrants issued in February 2025 Public Equity Offering   (530,101)
      

Change in fair value of bifurcated embedded derivative liabilities

   (43,250)
    2,075,300 
    454,150 
    (584,955) 
      
Change in fair value of warrant derivative liabilities   (3,331,616)
      
Balance, December 31, 2025  $852,844 

 

  

Year

Ended

December 31,

2024

 
     
Balance, December 31, 2023  $1,369,738 
      
Issuance of Series A and pre-funded warrant derivative liabilities in
June 2024 Private Placement
   2,075,300 
      
Issuance of Series B warrant derivative liabilities in June 2024 Private Placement upon Stockholder Approval   454,150 
      
Transition of warrant derivative liability to equity due to exercise of common stock purchase warrants   (584,955)
      
Change in fair value of warrant derivative liabilities   1,240,407 
      
Balance, December 31, 2024  $4,554,640 

 

 

 

Historical Timeline

Fiscal YearFiled
2025Apr 13, 2026Showing above
2024May 2, 2025
2023Apr 1, 2024
2022Mar 31, 2023
2021Apr 15, 2022
2020Mar 31, 2021
2019Apr 6, 2020
2018Mar 29, 2019
2017Apr 13, 2018
2016Mar 28, 2017
2015Mar 7, 2016

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.