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Embedded Derivative Liability | 6 Months Ended
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Jun. 30, 2025
Embedded Derivative Liability |
Embedded Derivative Liability | Note 12 – Embedded Derivative Liability As described in “Note 12 – Embedded Derivative Liability” to the unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, the Company bifurcated and recorded embedded derivative liabilities in connection with the issuance of Series A Preferred Stock related to the GTG Financial acquisition and the Mercurius Media Capital LP (“MMC”) media-for-equity transaction. These derivative liabilities represent the fair value of the shortfall settlement features embedded in the agreements relating to the issuance of Series A Preferred Stock to GTG Financial and MMC, pursuant to which the Company is required to settle in cash or additional shares of common stock if the value of conversion shares upon automatic conversion of the Series A Preferred Stock is less than the paid consideration for such shares of Series A Preferred Stock. The derivative liabilities are classified as Level 3 within the fair value hierarchy and are measured at fair value using the Black-Scholes option pricing model. The fair values of the derivative liabilities are remeasured at each reporting date, with changes in fair value recognized in earnings. As of June 30, 2025, the derivative liabilities recorded in connection with the GTG Financial acquisition and the MMC transaction were approximately $253,134 and $4,492,500, respectively, resulting in a combined fair value of $4,745,634. A total increase in fair value of $215,204 from the prior quarter was recognized in the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2025, the Company estimated the fair value of the derivative liability using the Black-Scholes option pricing model with the following key assumptions:
Inputs |  | GTG |  |  | MMC |
Common stock price |  | $ | 0.31 |  |  | $ | 0.31 |
Risk-free interest rate |  |  | 3.68 | % |  |  | 3.68 | %
Expected volatility |  |  | 195 | % |  |  | 195 | %
Dividend yield |  |  | 3.00 | % |  |  | 3.00 | %
Expected term |  | 2.65 years |  |  | 2.69 years |
|  | Amount |  |  | Change in fair value |  |  | Net Amount (as of June 30, 2025) |
Balance as on December 31, 2024 |  |  | — |  |  |  |  |  |  | — |
Embedded Derivative Liability – GTG acquisition |  |  | 225,430 |  |  |  | 27,704 |  |  |  | 253,134 |
Embedded Derivative Liability – MMC transaction |  |  | 4,102,500 |  |  |  | 390,000 |  |  |  | 4,492,500 |
Balance as on June 30, 2025 |  | $ | 4,327,930 |  |  | $ | 417,704 |  |  | $ | 4,745,634 |

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- Definition Disclosure of accounting policy for embedded derivatives, including how such derivatives are identified and analyzed for possible separation from their host contracts. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 815 -SubTopic 15 -Name Accounting Standards Codification -Section 25 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481116/815-15-25-4 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 815 -SubTopic 15 -Name Accounting Standards Codification -Section 25 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481116/815-15-25-1 Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-1 + Details
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