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Fair Value Measurements | 9 Months Ended
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Sep. 30, 2025
Fair Value Measurements [Abstract] |
Fair Value Measurements | NOTE 12 – FAIR VALUE MEASUREMENTS The accounting guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date. Level 2 – Observable inputs such as quoted prices for similar instruments and quoted prices in markets that are not active, and inputs that are directly observable or can be corroborated by observable market data. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or priced with models using highly observable inputs, such as commodity options priced using observable forward prices and volatilities. Level 3 – Significant inputs to pricing that have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as the complex and subjective models and forecasts used to determine the fair value of financial instruments. Financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 are summarized below.
| September 30, 2025
| Level 1 |  | Level 2 |  | Level 3 |  | Total Fair Value
Cash equivalents: |  |  |  |  |  |  |  |  |  |  |
Money market funds | $ | 883,328 |  | $ | — |  | $ | — |  | $ | 883,328
Subtotal |  | 883,328 |  |  | — |  |  | — |  |  | 883,328
Liabilities: |  |  |  |  |  |  |  |  |  |  |
Contingent value rights |  | — |  |  | — |  |  | (288,948) |  |  | (288,948)
Subtotal |  | — |  |  | — |  |  | (288,948) |  |  | (288,948)
Total | $ | 883,328 |  | $ | — |  | $ | (288,948) |  | $ | 594,380
| December 31, 2024
| Level 1 |  | Level 2 |  | Level 3 |  | Total Fair Value
Cash equivalents: |  |  |  |  |  |  |  |  |  |  |
Money market funds | $ | 368,138 |  | $ | — |  | $ | — |  | $ | 368,138
Subtotal |  | 368,138 |  |  | — |  |  | — |  |  | 368,138
Current Liabilities: |  |  |  |  |  |  |  |  |  |  |
Contingent value rights |  | — |  |  | — |  |  | (312,080) |  |  | (312,080)
Embedded derivative liability |  |  |  |  |  |  |  | (82,281) |  |  | (82,281)
Earnout consideration |  | — |  |  | (2,500,000) |  |  | — |  |  | (2,500,000)
Subtotal |  | — |  |  | (2,500,000) |  |  | (394,361) |  |  | (2,894,361)
Total | $ | 368,138 |  | $ | (2,500,000) |  | $ | (394,361) |  | $ | (2,526,223)
The following tables present reconciliations of recurring fair value measurements that use significant unobservable inputs (Level 3):
| Three Months Ended September 30, 2025
| Contingent value rights |  | Total
June 30, 2025 | $ | (292,901) |  | $ | (292,901)
Fair value adjustments |  | 3,953 |  |  | 3,953
September 30, 2025 | $ | (288,948) |  | $ | (288,948)
| Three Months Ended September 30, 2024
| Contingent value rights |  | Warrant liability |  | Embedded derivative liability |  | Earnout consideration |  | Total
June 30, 2024 | $ | (1,198,212) |  | $ | (9,806,409) |  | $ | (1,055,600) |  | $ | (2,700,000) |  | $ | (14,760,221)
Additions |  | — |  |  | — |  |  | (16,664) |  |  | — |  |  | (16,664)
Warrant exercise |  | — |  |  | — |  |  | — |  |  | — |  |  | —
Fair value adjustments |  | (14,051) |  |  | (1,435,845) |  |  | 587,271 |  |  | — |  |  | (862,625)
Reclassification to equity |  | — |  |  | 11,242,254 |  |  | — |  |  | — |  |  | 11,242,254
September 30, 2024 | $ | (1,212,263) |  | $ | — |  | $ | (484,993) |  | $ | (2,700,000) |  | $ | (4,397,256)
| Nine Months Ended September 30, 2025
| Contingent value rights |  | Warrant liability |  | Embedded derivative liability |  | Contingent forward contract |  | Total
December 31, 2024 | $ | (312,080) |  | $ | — |  | $ | (82,281) |  | $ | — |  | $ | (394,361)
Additions |  | — |  |  | (9,399,054) |  |  | — |  |  | (5,515,525) |  |  | (14,914,579)
Extinguishment of debt |  | — |  |  | — |  |  | 82,281 |  |  | — |  |  | 82,281
Warrant exercise |  | — |  |  | 16,662,707 |  |  | — |  |  | — |  |  | 16,662,707
Fair value adjustments |  | 23,132 |  |  | (7,531,044) |  |  | — |  |  | 899,080 |  |  | (6,608,832)
Settlement |  | — |  |  | 267,391 |  |  | — |  |  | 4,616,445 |  |  | 4,883,836
September 30, 2025 | $ | (288,948) |  | $ | — |  | $ | — |  | $ | — |  | $ | (288,948)
| Nine Months Ended September 30, 2024
| Contingent value rights |  | Warrant liability |  | Embedded derivative liability |  | Earnout consideration |  | Total
December 31, 2023 | $ | (1,691,072) |  | $ | — |  | $ | — |  | $ | (3,500,000) |  | $ | (5,191,072)
Reclassification from equity |  | — |  |  | (10,592,220) |  |  | — |  |  | — |  |  | (10,592,220)
Additions |  | — |  |  | — |  |  | (16,664) |  |  | — |  |  | (16,664)
Warrant exercise |  | — |  |  | 324,789 |  |  | — |  |  | — |  |  | 324,789
Fair value adjustments |  | 478,809 |  |  | (974,823) |  |  | (468,329) |  |  | 800,000 |  |  | (164,343)
Reclassification to equity |  | — |  |  | 11,242,254 |  |  | — |  |  | — |  |  | 11,242,254
September 30, 2024 | $ | (1,212,263) |  | $ | — |  | $ | (484,993) |  | $ | (2,700,000) |  | $ | (4,397,256)
The estimated fair value of the CVRs as of September 30, 2025 and December 31, 2024 was $288,948 and $312,080, respectively, as noted above. The Company recorded a $23,132 gain on the fair value remeasurement of the CVRs during the nine months ended September 30, 2025 and a $478,809 gain on the fair value of the remeasurement of the CVRs during the nine months ended September 30, 2024. The estimated fair value of the contingent forward contract was $0 as of September 30, 2025. The estimated fair value was considered a Level 3 measurement and the fair value of the contingent forward contract is determined using a Monte Carlo simulation. As a result of the fair value remeasurement, the Company recorded a remeasurement gain of $0 and $899,080 in the three and nine months ended September 30, 2025, respectively.. See Note 9, Equity, for further information. The estimated fair value of earnout consideration related to the acquisition of SUNation NY as of December 31, 2024 was $2,500,000. The Company paid $2,500,000 against the earnout consideration during the nine months ended September 30, 2025 related to the first earnout period. The estimated fair value was considered a Level 2 measurement at December 31, 2024 because the earnout amounts had been established and there was no longer a reliance on unobservable inputs. The fair value was considered a Level 3 measurement at December 31, 2023 and September 30, 2024. In order to update the fair value of the earnout consideration, the Company utilized a Monte Carlo simulation, which included the following significant assumptions: the expected probability and timing of achievement of milestone events. As a result of the fair value remeasurement, the Company recorded a remeasurement gain of $0 and $800,000 during the three and nine months ended September 30, 2024, respectively. The Company did not have a remeasurement adjustment during the three and nine months ended September 30, 2025. As noted in Note 9, the PIPE Warrants were classified as a liability during the first quarter of 2024, resulting in a $10,592,202 reclassification from equity. During the third quarter of 2024, the PIPE Warrants met equity classification requirements upon the shareholder approval of an increase in authorized outstanding shares and reclassified the fair value liability totaling $11,242,254 back to equity. As discussed in Note 9, Equity, during the second quarter of 2025, the Company issued Series A and Series B warrants. The estimated fair value is considered a Level 3 measurement and the fair value of the warrant liability is determined using a Monte Carlo simulation to model future movement of the stock price. As a result of the fair value remeasurement, the Company recorded a remeasurement loss of $0 and $7,531,044 for the three and nine months ended September 30, 2025, respectively, and a gain of $1,435,845 and $974,823 for the three and nine months ended September 30, 2024, respectively. All warrants had been settled as of September 30, 2025. The estimated fair value of the embedded derivative liability was $82,281 as of December 31, 2024. As noted in Note 6, Commitments and Contingencies, the Company repaid the debt associated with the embedded derivative liabilities and the embedded derivative balance was included within the debt extinguishment. The estimated fair value is considered a Level 3 measurement and the fair value of the embedded derivative liability is determined based on a comparison of the present value of cash flows with and without the embedded derivative. This analysis includes management estimates of the likelihood of events of prepayment and default on the Decathlon, MBB and Conduit loans. The fair value remeasurement related to the SUNation NY earnout was recorded within operating expenses. The other fair value remeasurements noted above were recorded within other (expense) income in the condensed consolidated statements of operations. We record transfers between levels of the fair value hierarchy, if necessary, at the end of the reporting period. There were no transfers between levels during the three and nine months ended September 30, 2025.

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- Definition 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. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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