5. Fair Value Measurements

 

Financial Instruments Measured and Recorded at Fair Value on a Recurring Basis

 

The Company has issued certain warrants to purchase shares of common stock, which are considered mark-to-market liabilities and are re-measured to fair value at each reporting period in accordance with accounting guidance. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, under a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

 

  Level 1 - quoted market prices for identical assets or liabilities in active markets.
       
  Level 2 - observable prices that are based on inputs not quoted on active markets but corroborated by market data.
       
  Level 3 - unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

 

 

The Company classifies assets and liabilities measured at fair value in their entirety based on the lowest level of input that is significant to their fair value measurement. No financial assets were measured on a recurring basis as of December 31, 2025 and 2024. The following tables set forth the financial liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2025 and 2024.

 

  

Fair Value Measurements as of December 31, 2025

(in thousands)

 
Description  Level 1   Level 2   Level 3   Total 
Derivative liabilities                    
Common stock warrants  $-   $   -  $827   $827 

 

   

Fair Value Measurements as of December 31, 2024

(in thousands)

 
Description   Level 1     Level 2     Level 3     Total  
Derivative liabilities                                
Common stock warrants   $    -     $    -     $ 208     $ 208  

 

The Company did not have any transfers of assets and liabilities between Level 1 and Level 2 of the fair value measurement hierarchy during the years ended December 31, 2025 and 2024. The following table presents a reconciliation of the derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2025 and 2024 (in thousands):

 

  

Common Stock

Warrants

 
Balance as of December 31, 2023  $304 
Issuance of derivatives   3,366 
Exercise of warrants   (1)
Change in fair value   (3,475)
Other   14 
Balance as of December 31, 2024  $208 
Issuance of derivatives   495 
Change in fair value   124 
Balance as of December 31, 2025  $827 

 

Common Stock Warrants

 

The Company has issued certain warrants to purchase shares of common stock, which are considered derivative liabilities because they have registration rights which could require a cash settlement and are re-measured to fair value at each reporting period in accordance with accounting guidance. As of December 31, 2025, and 2024, the derivative liability was calculated using the Monte Carlo Simulation valuation.

 

The assumptions used in estimating the common stock warrant liability using the Monte Carlo simulation valuation model as of December 31, 2025 and 2024 were as follows:

 

   December 31, 2025   December 31, 2024 
Weighted-average risk-free interest rate   3.42-3.65%   4.12-4.35%
Weighted-average expected life (in years)   0.11-4.48    0.10-4.09 
Expected dividend yield   -%  -%
Weighted average expected volatility   115.0-175.0%   140.0%-210.0%

 

 

Other Financial Instruments

 

The Company’s recorded values of cash and cash equivalents, account and other receivables, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The recorded value of notes payable approximates the fair value as the interest rate approximates market interest rates.

 

Historical Timeline

Fiscal YearFiled
2025Mar 20, 2026Showing above
2024Mar 19, 2025
2023Mar 27, 2024
2022Mar 29, 2023
2021Mar 25, 2022
2020Mar 22, 2021
2019Mar 26, 2020
2018Mar 11, 2019
2017Mar 29, 2018
2016Sep 20, 2017
2015Mar 23, 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.