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Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 5 – Fair Value Measurements

The Company measures and records certain financial assets at fair value on a recurring basis. 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.

The Company’s financial instruments that are measured at fair value on a recurring basis consist of money market funds. The following three levels of inputs are used to measure the fair value of financial instruments:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table summarizes the assets measured at fair value on a recurring basis as of March 31, 2022, and December 31, 2021, by level within the fair value hierarchy:

		(Level 1)				(Level 2)				(Level 3)				Total
		March 31, 2022
		(Level 1)				(Level 2)				(Level 3)				Total
Liabilities:
Contingent consideration - common stock		$	-			$	-			$	6,013,939			$	6,013,939
Contingent consideration - warrants			-				-				1,038,812				1,038,812
Total liabilities measured at fair value		$	-			$	-			$	7,052,751			$	7,052,751

		(Level 1)				(Level 2)				(Level 3)				Total
		December 31, 2021
		(Level 1)				(Level 2)				(Level 3)				Total
Assets:
Marketable securities (certificates of deposit)		$	-			$	1,255,266			$	-			$	1,255,266
Total assets measured at fair value		$	-			$	1,255,266			$	-			$	1,255,266
Liabilities:
Contingent consideration - common stock		$	-			$	-			$	8,684,669			$	8,684,669
Contingent consideration - warrants			-				-				1,747,972				1,747,972
Total liabilities measured at fair value		$	-			$	-			$	10,432,641			$	10,432,641

The Company’s financial instruments that are measured at fair value on a recurring basis consist of certificates of deposit.

The changes for Level 3 items measured at fair value on a recurring basis are as follows:


Fair value as of December 31, 2021		$	10,432,641
Change in fair value of contingent consideration issued for business acquisitions			(3,379,890	)
Fair value as of March 31, 2022		$	7,052,751

The fair value of the contingent consideration is based on the fair value of the contingent consideration-common stock and contingent consideration-warrants. The fair value of the contingent consideration-common stock is equal to the probability-adjusted value of the Company’s common stock as of March 31, 2022. The fair value of the contingent consideration-warrants is equal to the probability adjusted value of a call option with terms consistent with the terms of the warrants as of March 31, 2022. Prior to the probability adjustments, the warrants were valued based on the following inputs:

		March 31, 2022				December 31, 2021
Stock price		$	6.18			$	8.93
Strike price		$	9.13			$	9.13
Volatility			77.50	%			80.00	%
Risk-free rate			2.40	%			1.30	%
Expected term			4.8				5.0

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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