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Note 6 - Fair Value Measurements
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]

Note 6 Fair Value Measurements

 

              As disclosed in Note 4, we acquired an investment in equity securities during the three months ended March 31, 2026 that are recorded at fair value each reporting period.  Since the ordinary shares we hold in ARDM trade on the TASE, we have determined the fair value of these shares using quoted market prices on the TASE as of March 31, 2026 (2.5940 NIS or $3.1540) which is a Level 1 input within the fair value measurement hierarchy. 

 

We closed on an offering of units consisting of Common Stock, Series A warrants ("Series A Warrants") and Series B warrants (Series B Warrants") in October 2024 (the “October 2024 Offering"). In connection with the October 2024 Offering, we sold units comprised of Common Stock, Series A Warrants and a Series B Warrants (collectively referred to as the “Warrants”) (see Note 8). The Warrants were deemed to be derivative liabilities, at issuance, due to variability in the ultimate settlement of the Warrants caused by various settlement provisions embedded within the Warrants. Liability classified warrants are reported at fair value upon issuance and subsequently at each reporting period. 

 

On April 2, 2025, the Company and the majority holder of the Series B Warrants, executed an amendment to the Series B Warrant to Purchase Common Stock and Exchange Agreement (the "Series B Amendment"). The Series B Amendment amended the contractual terms of the Series B Warrants by removing Section 3.2 of the original warrant agreement in its entirety, so that the Series B Warrant would be accounted for as equity on the consolidated financial statements of the Company (the "Share Combination Event"). Pursuant to the Share Combination Event, if a share split, share dividend, share combination recapitalization or other similar transaction involving common stock occurred after the issuance date of the Series B Warrants, the exercise price of the Series B Warrants would be adjusted to the lowest volume weighted average price during the five days prior to and after such a Share Combination Event if less than the exercise price in effect.  The Company reassessed the classification of the Series B Warrants after the execution of the Series B Amendment and concluded that the Series B Warrants were no longer precluded from being classified within stockholders' equity.  On April 2, 2025, we reclassified the fair value of the outstanding Series B Warrants of $7,766,000 from warrant liability to additional paid-in capital. See Note 8 for further disclosures regarding the Series A Warrants and B Warrants. 

 

The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

 

  

Fair Value Measurements at March 31, 2026

 
  

Quoted Prices in

  

Other

  

Significant

     
  

Active Markets for

  

Observable

  

Unobservable

     
  

Identical Assets

  

Inputs

  

Inputs

     
  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total

 

Short-term investment in marketable equity securities, at fair value (asset)

 $9,477,682  $  $  $9,477,682 

Derivative liabilities - Series A warrants

 $  $  $55,000  $55,000 

Total

 $9,477,682  $  $55,000  $9,532,682 

 

 

  

Fair Value Measurements at December 31, 2025

 
  

Quoted Prices in

  

Other

  

Significant

     
  

Active Markets for

  

Observable

  

Unobservable

     
  

Identical Assets

  

Inputs

  

Inputs

     
  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Total

 

Derivative liabilities - Series A

 $  $  $50,000  $50,000 

Total

 $  $  $50,000  $50,000 

 

The fair value of the warrants was determined by using a Black-Scholes pricing model and the following assumptions:

 

  

March 31, 2026

  

December 31, 2025

 

Exercise price

 $  $ 

Stock price

 $0.9040  $0.8138 

Expected term (years)

  3.50   3.75 

Volatility

  146.65%  140.18%

Risk-free rate

  3.81%  3.64%

Dividend yield

  0.00%  0.00%

Probability of capital raise below exercise price

  100.00%  100.00%

 

As of March 31, 2026 and December 31, 2025, the Company measured the Warrants using significant unobservable inputs that are based on little or no verifiable market data, which is Level 3 in the fair value hierarchy, resulting in a fair value estimate of $55,000 and $50,000, respectively. Inherent in option pricing models are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The Company estimates the volatility of its Common Stock based on historical volatility. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The Series A Warrants include an alternate cashless exercise which allows the holder to exercise the warrant for no consideration and receive two shares of common stock. This settlement provision was given a 100% probability in the Black-Scholes computation as it is the most economically beneficial settlement scenario to the holder.  

 

During the three months ended March 31, 2026, we recognized a loss on the change in the fair value of the warrant liabilities of $5,000. A reconciliation of the warrant liabilities is below:

 

  

Amount

 

Balance as of December 31, 2025

 $50,000 

Change in fair value of warrant liabilities

  5,000 

Balance as of March 31, 2026

 $55,000