Note 6 — Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and establishes disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices available in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quotable prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs.

The carrying amounts of the Company’s financial instruments such as cash and cash equivalents, accounts receivable and accounts payable, approximate fair value due to the short-term nature of these instruments. Cash equivalents consists of a money market fund that limits its investments to only short-term U.S. Treasury securities and repurchase agreements related to these securities.

The Company considers all investments with an original maturity of greater than three months to be short-term investments. Short-term investments are carried on the consolidated balance sheets at fair value. Short-term investments as of December 31, 2025 and 2024 consisted of U.S. Treasury Bills, which are classified as held-maturity, agency bonds and commercial paper totaling approximately $4,261,800 and $493,000, respectively. The Company determines the appropriate balance sheet classification of its investments at the time of purchase and evaluates the classification at the date of purchase. Unrealized gains and losses on short-term investments are recorded to accumulated other comprehensive income (loss) on the consolidated balance sheets and other comprehensive income (loss) on the consolidated statements of comprehensive loss. Once unrealized gains and losses become realized, they are reclassified from other comprehensive gains and losses to other income/expense.

Cash equivalents, short-term investments and derivative liabilities, which are measured at fair value, were as follows At December 31, 2025:

 

 

 

In Active
Markets for
Identical
Assets or
Liabilities
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

 

December 31,
2024
Total

 

Money market funds

 

$

10,234,433

 

 

$

 

 

$

 

 

$

10,234,433

 

Commercial paper

 

 

 

 

 

1,645,442

 

 

 

 

 

 

1,645,442

 

Short-term investments

 

 

 

 

 

4,261,782

 

 

 

 

 

 

4,261,782

 

Warrant liability

 

 

 

 

 

 

 

 

999,418

 

 

 

 

Compound derivative liability

 

 

 

 

 

 

 

 

1,649,929

 

 

 

 

 

 

Cash equivalents and short-term investments, which are measured at fair value, were as follows at December 31, 2024:

 

 

 

In Active
Markets for
Identical
Assets or
Liabilities
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

 

December 31,
2023
Total

 

Money market funds

 

$

23,334,374

 

 

$

 

 

$

 

 

$

23,334,374

 

Short-term investments

 

 

 

 

 

492,990

 

 

 

 

 

 

492,990

 

 

The following table presents the fair value reconciliation of Level 3 liabilities measured at fair value during the year ended December 31, 2025:

 

 

 

Warrant Liability

 

 

Compound
Derivative Liability

 

 

Total

 

Balance – January 1, 2025

 

$

 

 

$

 

 

$

 

Value at inception of warrant and compound derivative liability

 

 

918,274

 

 

 

1,514,400

 

 

 

2,432,674

 

Change in fair value of derivative liabilities

 

 

81,144

 

 

 

135,529

 

 

 

216,673

 

Balance – December 31, 2025

 

$

999,418

 

 

$

1,649,929

 

 

$

2,649,347

 

 

 

Valuation assumptions utilized in the valuation of Level 3 liability under the Monte Carlo model for warrants at inception and December 31, 2025 were as follows:

 

 

 

November 4, 2025

 

December 31, 2025

Risk-free interest rate

 

3.66%

 

3.68%

Stock price

 

$0.841

 

$0.91

Initial exercise price - Warrants

 

$0.96

 

$0.96

Volatility

 

96.22%

 

95.21%

Dividend yield

 

0.0%

 

0.0%

Remaining term - Warrants

 

5.0

 

4.84

 

The expected stock price volatility for the Company’s warrant liability was based on the Company's historical volatility. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. The expected term used is the contractual life of the instrument being valued. The company has historically not paid any dividends and does not have any intention to do so in the future.

The valuation assumptions for the compound derivative liability under the Monte Carlo model are based on determining the fair value of the debt, excluding warrants with and without the derivative features, which include the conversion option for a portion of the debt, the default interest provision and acceleration of the debt upon an event of default. Key inputs for the valuation of the debt include a credit spread of 22.39% and an issuance date annualized risk-free rate of 3.72%.

 

 

 

November 4, 2025

 

December 31, 2025

Remaining term - loan

 

3.57

 

3.42

Credit spread

 

22.39%

 

22.39%

Implied debt yield

 

26.11%

 

26.11%

Annualized risk-free rate

 

3.72%

 

3.72%

 

Historical Timeline

Fiscal YearFiled
2025Mar 9, 2026Showing above
2024Mar 10, 2025
2023Mar 8, 2024
2022Mar 13, 2023
2021Mar 11, 2022
2020Mar 10, 2021
2019Mar 13, 2020
2018Mar 12, 2019
2017Mar 12, 2018

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.