Interactive Strength, Inc. Fair Value Disclosure
Note 13. Fair Value Measurements
The Company’s financial instruments consist of derivatives, convertible notes held at fair value and warrants. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024 were as follows:
|
|
December 31, 2025 |
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|
December 31, 2024 |
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|
Level 1 |
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Level 2 |
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|
Level 3 |
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|
Level 1 |
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|
Level 2 |
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|
Level 3 |
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||||||
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|
(in thousands) |
(in thousands) |
|
||||||||||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents |
|
$ |
512 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
138 |
|
|
$ |
— |
|
|
$ |
— |
|
Total |
|
$ |
512 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
138 |
|
|
$ |
— |
|
|
$ |
— |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
243 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
73 |
|
Convertible Notes |
|
|
— |
|
|
|
— |
|
|
|
5,247 |
|
|
|
— |
|
|
|
— |
|
|
|
2,557 |
|
Warrants |
|
|
— |
|
|
|
— |
|
|
|
408 |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
Total |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,898 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,634 |
|
During the years ended December 31, 2025 and 2024, there were no transfers between Level 1 and Level 2, nor into and out of Level 3. The carrying values of the Company’s prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities
.
The following summarizes the activity for the Company Level 3 assets and liabilities measured at fair value on a recurring basis for years ended December 31, 2025 and 2024.
Derivatives
(in thousands) |
|
Loss Restoration Derivative |
|
|
January 2025 Derivative |
|
|
Class A Incremental Notes Derivative |
|
|
Wattbike FX Contract Derivative |
|
|
Total Derivative Liabilities |
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|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fair value at December 31, 2024 |
|
$ |
73 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
73 |
|
Issuance of derivatives |
|
|
— |
|
|
|
963 |
|
|
|
3,453 |
|
|
|
— |
|
|
|
4,416 |
|
Derivative settlement |
|
|
(3,889 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,889 |
) |
Change in estimated fair value of derivatives |
|
|
3,816 |
|
|
|
(963 |
) |
|
|
(3,210 |
) |
|
|
(125 |
) |
|
|
(482 |
) |
Acquisition |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
125 |
|
|
|
125 |
|
Fair value at December 31, 2025 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
243 |
|
|
$ |
— |
|
|
$ |
243 |
|
|
|
December 2023 |
|
|
Loss Restoration |
|
|
Total |
|
|||
(in thousands) |
|
Derivative |
|
|
Derivative |
|
|
Derivatives |
|
|||
Fair value at December 31, 2023 |
|
$ |
122 |
|
|
$ |
— |
|
|
$ |
122 |
|
Issuance of derivatives |
|
|
— |
|
|
|
61 |
|
|
|
61 |
|
Derivative settlement |
|
|
— |
|
|
|
(570 |
) |
|
|
(570 |
) |
Change in estimated fair value of derivatives |
|
|
(122 |
) |
|
|
582 |
|
|
|
460 |
|
Fair value at December 31, 2024 |
|
$ |
— |
|
|
$ |
73 |
|
|
$ |
73 |
|
The Company recorded the derivatives as a derivative asset or liability in the Company’s condensed consolidated balance sheet in accordance with FASB ASC 815, Derivatives and Hedging. For the outstanding derivatives as of December 31, 2025 and December 31, 2024, the fair value of the derivatives were determined using a Monte Carlo simulation. The Monte Carlo Simulation valuation model incorporates assumptions as to stock price volatility, discount rate, dividend rate and risk-free interest rate.
The following table outlines the key inputs for the Monte Carlo Simulation models:
|
|
December 31, |
|
|
December 31, |
|
|
||
|
|
2025 |
|
|
2024 |
|
|
||
Weighted-average risk-free interest rate |
|
3.45% - 3.51% |
|
|
|
4.2 |
% |
|
|
Weighted-average expected term (in years) |
|
0.72 - 2.65 |
|
|
|
1.00 |
|
|
|
Weighted-average expected volatility |
|
|
95.0 |
% |
|
|
111.7 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
0.0% - 15.0% |
|
|
|
Convertible Notes
September 2025 Exchange Note
The Company entered into convertible note arrangement in February 2024. The amendment to the Note represents the addition of a substantive conversion feature and as a result the Company recorded a loss on extinguishment upon issuance and the remaining unamortized discount was written off upon extinguishment. The Company elected the fair value option for the February 2024 Convertible Notes under ASC 825, Financial Instruments, with changes in fair value recorded in earnings each reporting period. The fair value of the February 2024 Convertible Notes were determined using a discounted cash flow analysis at a discount rate of 31% and 16.3% as of December 31, 2025 and 2024, respectively. The fair value of the February 2024 Convertible Notes of $4.0 million was recorded as a current liability upon issuance. The Company recorded a loss on extinguishment of debt of $0.5 million and change in fair value adjustment of $0.2 million for the year ended December 31, 2024. On January 14, 2025, Treadway sold the Amended and Restated Note to Woodway USA, Inc. On September 26, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with the Current Holder, pursuant to which the Current Holder and the Company exchanged the February 2024 Convertible Notes for a Class B Incremental Note in an aggregate principal amount of $2.2 million (the “September 2025 Exchange Note”) (see Note 11). The company recorded a change in fair value adjustment of $0.4M for the year ended December 31, 2025.
|
|
February 2024 |
|
|
(in thousands) |
|
Convertible Note |
|
|
Carrying amount at November 11, 2024 |
|
$ |
3,507 |
|
Loss on extinguishment of debt |
|
|
493 |
|
Cash paid for interest and principal |
|
|
(485 |
) |
Conversion to common stock |
|
|
(770 |
) |
Change in estimated fair value of convertible notes |
|
|
(188 |
) |
Fair value at December 31, 2024 |
|
|
2,557 |
|
Cash paid for interest |
|
|
(88 |
) |
Conversion to common stock |
|
|
(1,930 |
) |
Change in estimated fair value of convertible notes |
|
|
394 |
|
Fair value at December 31, 2025 |
|
$ |
933 |
|
January 2025 Exchange Notes
See Note 22, Related Party Transactions.
June 2025 Convertible Exchangeable Notes
The Company elected the fair value option for the June 2025 Convertible Exchangeable Notes. As further described in Note 7, these notes were retired in October and December of 2025. The fair value of the June 2025 Convertible Exchangeable Notes was determined at issuance based on net proceeds of $50.0 million, and using a discounted cash flow analysis at a discount rate of 3.56% and 3.60% as of October 13, 2025 and December 9, 2025, respectively.
|
|
June 2025 |
|
|
|
|
|
Convertible |
|
|
|
(in thousands) |
|
Exchangeable Notes |
|
|
|
Fair value at June 13, 2025 |
|
$ |
50,000 |
|
|
Change in estimated fair value of convertible notes |
|
|
(28,620 |
) |
|
Retirement of notes |
|
|
(21,380 |
) |
|
Fair value at December 31, 2025 |
|
$ |
- |
|
|
Remainder Notes
The Company also elected the fair value option for the Remainder Notes issued upon the settlement of the June 2025 Convertible Exchangeable Notes (see Note 7). These notes were valued using a Monte Carlo Simulation model using a discount rate of 31%, volatility of 95% and a risk free rate of 3.5% as of December 31, 2025.
(in thousands) |
|
Remainder Notes |
|
|
Fair value at December 31, 2024 |
|
$ |
— |
|
Fair value of Remainder Note issued 10/20/2025 |
|
|
2,057 |
|
Fair value of Remainder Note issued 12/9/2025 |
|
|
2,949 |
|
Change in estimated fair value of convertible notes |
|
|
(692 |
) |
Fair value at December 31, 2025 |
|
$ |
4,314 |
|
November 2023 Bridge Notes
On November 10, 2023, the Company issued the November Bridge Notes. The fair value of the bridge notes was determined using a discounted cash flow analysis at a discount rate of 21.0%. The fair value of the bridge notes of $1.7 million was recorded as a current liability upon issuance.
The Company amended the Bridge notes into convertible notes in January 2024 and subsequently converted the notes into Preferred Stock Series A in February 2024 and March 2024. In February 2024 and March 2024, the Company recognized a loss equal to $0.2 million on the extinguishment of debt and loss on change in fair value of $0.3 million upon conversion to Series A Preferred Stock.
|
|
November 2023 |
|
|
(in thousands) |
|
Bridge Notes |
|
|
Fair value at December 31, 2023 |
|
$ |
1,717 |
|
Loss on extinguishment of debt |
|
|
201 |
|
Change in estimated fair value of convertible notes |
|
|
316 |
|
Conversion to Series A Preferred Stock |
|
|
(2,234 |
) |
Fair value at December 31, 2024 |
|
$ |
— |
|
Accrued Earn Out
At December 31, 2025, the Company assessed the fair value of the contingent consideration recognized in the Wattbike acquisition (see Note 23) based on projected revenue and determined the likelihood of achieving the sales target that would generate the contingent payment was remote. As a result, the Company derecognized that liability at December 31, 2025 and recorded again on the change in fair value of $0.2 million.
As part of the Acquisition of CLMBR, Inc., the Sellers were entitled to receive a contingent payment in the form of shares of Common Stock (collectively, the “Earn-Out Shares”) calculated in the manner set forth in the Asset Purchase Agreement based on the 2024 Unit Sales (as defined in the Asset Purchase Agreement) and the volume-weighted average price (“VWAP”) for the Company’s common stock based on the 10 consecutive trading days ending on (and including) December 31, 2024, subject to the VWAP Collar. In addition, there were 2 contingent payments (1) based on total CLMBR sales in 2024 (5,000 units sold in 2024) and (2) based on CLMBR sales through B2B channel in 2024 (2,400 in B2B channel in 2024). Contingent payment (1) was determined at inception to be remote and therefore, $0 was recognized for the earn out as of the acquisition date. Contingent payment (2) was probable and a contingent liability of $1.3 million was recorded based on in the event the 2024 Unit Sales include at least 2,400 Units sold in the
business-to-business channel, the Sellers would be entitled to an additional number of Earn-Out Shares calculated in the manner set forth in the Asset Purchase Agreement subject to total maximum number of 56 Earn-Out Shares. The Company assessed the fair value as of September 30, 2024 and it was determined based on current sales that achieving the projection and likelihood of contingent payment (2) was deemed remote and as a result the Company marked the contingent liability to $0. The Company recognized a gain equal to $1.3 million for the year ended December 31, 2024 related to change in fair value of the earn out recorded in the consolidated statements of operations in change in fair value of earnout.
Warrants
The following table summarizes the activity for the Company Level 3 warrant liabilities measured at fair value on a recurring basis for the year ended December 31, 2025:
(in thousands) |
|
|
2024 Common Warrants (1) |
|
|
2025 Common Warrants (2) |
|
|
Total Warrants |
|
|
|||
Fair value at December 31, 2024 |
|
|
$ |
4 |
|
|
$ |
— |
|
|
$ |
4 |
|
|
Issuance of warrants |
|
|
|
— |
|
|
|
3,217 |
|
|
|
3,217 |
|
|
Change in estimated fair value of warrants |
|
|
|
(4 |
) |
|
|
(2,809 |
) |
|
|
(2,813 |
) |
|
Fair value at December 31, 2025 |
|
|
$ |
— |
|
|
$ |
408 |
|
|
$ |
408 |
|
|
(1) - Includes February 2024 Warrants, Woodway February 2024 Warrants, Registered Direct Placement Agent Warrants, Registered Direct Offering Warrants, Best Efforts Offering A-1 Warrants, Best Efforts Offering A-2 Warrants, Best Efforts Placement Agent Warrants. The fair value of the warrants was determined using a Black-Scholes-Merton model.
(2) - Includes warrants issued in connection with the January 2025 Convertible Note and the Class A Incremental Notes. The fair value of the warrants was determined using a Black-Scholes-Merton model.
The following table outlines the key inputs for the Black-Scholes option-pricing models:
|
|
December 31, |
|
|
December 31, |
|
|
||
|
|
2025 |
|
|
2024 |
|
|
||
Weighted-average risk-free interest rate |
|
3.7% - 4.2% |
|
|
4.2% - 4.6% |
|
|
||
Weighted-average expected term (in years) |
|
0.26 - 9.52 |
|
|
1.02 - 9.27 |
|
|
||
Weighted-average expected volatility |
|
|
150.0 |
% |
|
66.6% - 116.7% |
|
|
|
Expected dividend yield |
|
|
— |
% |
|
|
— |
% |
|
The following table summarizes the activity for the Company Level 3 warrant liabilities measured at fair value on a recurring basis for the year ended December 31, 2024:
|
|
November 2023 |
|
|
December 2023 |
|
|
February 2024 |
|
|
Woodway |
|
|
Registered Direct |
|
|
Registered Direct Placement Agent |
|
|
Best Efforts Pre-Funded |
|
|
Best Efforts A-1 |
|
|
Best Efforts A-2 |
|
|
Best Efforts Placement Agent |
|
|
Total |
|
|
|||||||||||
(in thousands) |
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
|||||||||||
Fair value at December 31, 2023 |
|
$ |
165 |
|
|
$ |
426 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
591 |
|
|
Issuance of warrants |
|
|
— |
|
|
|
— |
|
|
|
1,800 |
|
|
|
344 |
|
|
|
721 |
|
|
|
50 |
|
|
|
3,704 |
|
|
|
2,687 |
|
|
|
1,903 |
|
|
|
189 |
|
|
|
11,398 |
|
|
Change in estimated fair value of warrants |
|
|
(165 |
) |
|
|
(304 |
) |
|
|
(1,800 |
) |
|
|
(344 |
) |
|
|
(721 |
) |
|
|
(50 |
) |
|
|
(1,141 |
) |
|
|
(2,683 |
) |
|
|
(1,903 |
) |
|
|
(189 |
) |
|
|
(9,300 |
) |
|
Loss on cancelation of warrants |
|
|
— |
|
|
|
358 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
358 |
|
|
Exercise of stock warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,563 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,563 |
) |
|
Conversion to Series A Preferred Stock |
|
|
|
|
|
(480 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(480 |
) |
|
|
Fair value at December 31, 2024 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4 |
|
|
November 2023 Warrants
On November 10, 2023, the Company issued warrants to two accredited investors to purchase shares of Common Stock. The fair value of the warrants was determined using the Monte Carlo Simulation, given the variable number of shares issuable upon exercise of the warrant. For the outstanding warrants as of December 31, 2024 and December 31, 2023, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) and risk free rate. The assumptions used to estimate the fair value of the November 2023 Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
4.4 |
% |
|
Weighted-average expected term (in years) |
|
|
4.42 |
|
|
Weighted-average expected volatility |
|
|
81.2 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
December 2023 Warrants
On December 7, 2023, the Company issued warrants in connection with the issuance of the December 2023 Convertible Notes. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as of December 31, 2024 and December 31, 2023, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) a risk free rate. The warrants were no longer outstanding at December 31, 2024. The assumptions used to estimate the fair value of the December 2023 Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
— |
% |
|
Weighted-average expected term (in years) |
|
|
|
|
|
Weighted-average expected volatility |
|
|
— |
% |
|
Expected dividend yield |
|
|
— |
% |
|
Pursuant to the warrant agreement entered into with an accredited investor in December 2023, the warrant to purchase shares of common stock increased to 8 following dilutive issuances in May 2024 whereas the exercise price was reduced to an amount equal to the new issuance price. In June 2024, the exercise price was reduced to $40,000.00 and the warrant shares increased to 28. In June 2024, 3i exercised 2 warrant shares for $0.09 million. The remaining 26 warrants were exchanged for 3,750 shares of Series A Preferred Stock in June 2024 and the Company recognized a loss equal to $0.4 million and $0.0 million for the years ended December 31, 2024 and 2023, respectively.
February 2024 Warrants
On February 1, 2024, the Company issued an aggregate 7 warrants to purchase shares of common stock to an accredited investor in conjunction with the issuance of its $6.0 million February 2024 Note. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as of December 31, 2024 and December 31, 2023, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) a risk free rate. The assumptions used to estimate the fair value of the February 2024 Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
4.6 |
% |
|
Weighted-average expected term (in years) |
|
|
9.22 |
|
|
Weighted-average expected volatility |
|
|
93.3 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
Woodway Warrants
On February 20, 2024, the Company issued warrants in connection with an Exclusive Distribution Agreement with WOODWAY USA, INC. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as December 31, 2024 and December 31, 2023, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) a risk free rate. The assumptions used to estimate the fair value of the Woodway Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
4.6 |
% |
|
Weighted-average expected term (in years) |
|
|
9.27 |
|
|
Weighted-average expected volatility |
|
|
66.6 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
Registered Direct Placement Agent Warrants
On May 8, 2024, the Company issued warrants in connection with an agreement with the Placement Agent, pursuant to which the Placement Agent agreed to act as the exclusive placement agent in connection with the Registered Offering. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as December 31, 2024, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, and (3) dividend yield and (4) a risk free rate. The assumptions used to estimate the fair value of the Placement Agent Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
4.4 |
% |
|
Weighted-average expected term (in years) |
|
|
4.45 |
|
|
Weighted-average expected volatility |
|
|
81.5 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
Registered Direct Offering Warrants
On May 20, 2024, the Company issued warrants in connection with a securities purchase agreement with certain institutional investors. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as December 31, 2024 and December 31, 2023, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) a risk free rate. The assumptions used to estimate the fair value of the Registered Offering Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
4.4 |
% |
|
Weighted-average expected term (in years) |
|
|
4.96 |
|
|
Weighted-average expected volatility |
|
|
77.8 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
Best Efforts Offering Pre-Funded Warrants
On July 1, 2024, the Company issued warrants in connection with a securities purchase agreement with certain institutional investors. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as December 31, 2024 and December 31, 2023, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) a risk free rate. The warrants were exercised in full in July 2024.
Best Efforts A-1 Warrants
On July 1, 2024, the Company issued warrants in connection with a securities purchase agreement with certain institutional investors. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as December 31, 2024 and December 31, 2023, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) a risk free rate. The assumptions used to estimate the fair value of the Best Efforts A-1 Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
4.4 |
% |
|
Weighted-average expected term (in years) |
|
|
4.57 |
|
|
Weighted-average expected volatility |
|
|
80.0 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
Best Efforts A-2 Warrants
On July 1, 2024, the Company issued warrants in connection with a securities purchase agreement with certain institutional investors. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as December 31, 2024 and December 31, 2023, management determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) a risk free rate. The assumptions used to estimate the fair value of the Best Efforts A-2 Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
4.2 |
% |
|
Weighted-average expected term (in years) |
|
|
1.02 |
|
|
Weighted-average expected volatility |
|
|
116.7 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
Best Efforts Placement Agent Warrants
On July 1, 2024, the Company issued warrants in connection with a securities purchase agreement with certain institutional investors. The fair value of the warrants was determined using a Black-Scholes-Merton model, in which the probability and timing of potential future events is considered in order to estimate the fair value of the warrants as of each valuation date. For the outstanding warrants as December 31, 2024 and December 31, 2023, management
determined the fair value of the warrants using the following significant unobservable inputs: (1) probability and timing of events, (2) expected future equity value of the underlying shares at the time of conversion, (3) dividend yield and (4) a risk free rate. The assumptions used to estimate the fair value of the Best Efforts Placement Agent Warrants are as follows:
|
|
December 31, |
|
|
|
|
|
2024 |
|
|
|
Weighted-average risk-free interest rate |
|
|
4.4 |
% |
|
Weighted-average expected term (in years) |
|
|
4.56 |
|
|
Weighted-average expected volatility |
|
|
80.0 |
% |
|
Expected dividend yield |
|
|
— |
% |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 1, 2024 | |
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.