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Derivative Liability
9 Months Ended
Sep. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liability

Note 13 – Derivative Liability

 

During the nine months ended September 30, 2025, the Company had derivative warrant liabilities that were measured at fair value on a recurring basis. These fair value measurements were estimated using a Monte Carlo simulation model, with the key inputs described below. Each of these fair value measurements was considered to be a Level 3 measurement by the Company as they used significant unobservable inputs, including the probability and expected date of stockholder approval.

 

The key inputs for the Series A warrant liabilities were as follows:

   

Warrant Liability – Series A Warrants  January 17, 2025   December 31, 2024 
Stock price on valuation date  $8.38   $18.00 
Exercise price  $8.38   $34.00 
Number of shares of common stock   1,133,652    279,412 
Remaining term (years)   4.88    4.93 
Annual equity volatility   126.0%   113.0%
Annual volume volatility   377.0%   379.0%
Risk-free interest rate   4.32%   4.29%
Expected stockholder approval date   January 13, 2025    January 14, 2025 
Expected stockholder approval probability   100%   50%

 

The Series B warrant liabilities were remeasured on each exercise date based on the closing price of the Company’s common stock on the date the warrants were exercised.

 

 

On January 13, 2025, the Company’s shareholders approved the issuance of the Series A and Series B Warrants. This approval triggered the adjustment to the exercise price described above. In connection with this approval, the holders of the Series B warrants exercised their warrants in full under the alternative cashless exercise provision, resulting in the issuance of 1,910,975 shares of common stock and no additional proceeds received by the Company. The Series A warrants became exercisable for 1,133,652 shares of common stock at an exercise price of $8.38 per share after the shareholder approval adjustment was finalized on March 17, 2025. In addition, the Company reassessed the classification of the Series A warrants after the shareholder approval adjustment was finalized, concluding that the Series A warrants now met the requirements for equity classification under ASC 480 and ASC 815. The Company adjusted the Series A Warrants to fair value upon reclassification and reclassified that value to additional paid-in capital during the nine months ended September 30, 2025.

 

The following table provides a roll-forward of the fair value of the derivative liabilities described above during the nine months ended September 30, 2025:

   

   Series A Warrants   Series B Warrants   Total Warrant Liabilities 
Balance at December 31, 2024  $5,456,000   $11,147,000   $16,603,000 
Exercises       (15,214,000)   (15,214,000)
Loss on change in fair value   2,401,000    4,067,000    6,468,000 
Reclassification to equity   (7,857,000)       (7,857,000)
Balance at September 30, 2025  $   $   $ 

 

The following table provides a roll-forward of the number of warrants issued during the nine months ended September 30, 2025:

 

   Series A Warrants   Series B Warrants   Other Warrants   Total 
Balance at December 31, 2024   279,412    279,412    4,511    563,335 
Exercises       (279,412)       (279,412)
Balance at September 30, 2025   279,412        4,511    283,923 

 

The Company did not issue any warrants during the three and nine months ended September 30, 2024 and did not have any warrants outstanding as of September 30, 2024.