FAIR VALUE MEASUREMENTS (Tables)
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3 Months Ended |
Mar. 31, 2025 |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of assets and liabilities measured and recorded at fair value on a recurring basis |
The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities, including financial liabilities measured and recorded at fair value on a recurring basis as of March 31, 2025: | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | Assets | | | | | | | | | | | | | Forward purchase agreement | | $ | — | | $ | — | | $ | 500,000 | | $ | 500,000 | Total assets | | $ | — | | $ | — | | $ | 500,000 | | $ | 500,000 | Liabilities | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 2,551,287 | | $ | 2,551,287 | 3(a)(10) Settlement Agreement | | | — | | | — | | | 7,940,946 | | | 7,940,946 | Contingent consideration | | | — | | | — | | | 434,174 | | | 434,174 | Convertible debt | | | — | | | — | | | 7,762,018 | | | 7,762,018 | Total liabilities | | $ | — | | $ | — | | $ | 18,688,425 | | $ | 18,688,425 |
The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities measured and recorded at fair value on a recurring basis as of December 31, 2024: | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | Assets | | | | | | | | | | | | | Forward purchase agreement | | $ | — | | $ | — | | $ | 1,471,000 | | $ | 1,471,000 | Total assets | | $ | — | | $ | — | | $ | 1,471,000 | | $ | 1,471,000 | Liabilities | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 4,229,478 | | $ | 4,229,478 | Contingent consideration | | | — | | | — | | | 434,174 | | | 434,174 | Convertible debt | | | — | | | — | | | 8,542,323 | | | 8,542,323 | Total liabilities | | $ | — | | $ | — | | $ | 13,205,975 | | $ | 13,205,975 |
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| Schedule of reconciliation of assets measured at fair value using Level 3 inputs |
| | | | | | | | | | | | | | | | | | Forward Purchase Agreement | | Derivative liabilities | | 3(a)(10) Settlement Agreement | | Contingent consideration | | Convertible debt | Balance, December 31, 2024 | | $ | 1,471,000 | | $ | (4,229,478) | | $ | — | | $ | (434,174) | | $ | (8,542,323) | Issuances | | | — | | | — | | | (11,623,946) | | | — | | | (2,530,000) | Settlement through issuance of Company's common stock | | | — | | | 1,712,005 | | | 3,077,252 | | | — | | | 3,630,000 | Change in fair value | | | (971,000) | | | (33,814) | | | 605,748 | | | — | | | (319,695) | Ending balance, March 31, 2025 | | $ | 500,000 | | $ | (2,551,287) | | $ | (7,940,946) | | $ | (434,174) | | $ | (7,762,018) |
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| Schedule of carrying value and fair value for the convertible notes payable for which the Company elected the fair value option |
| | | | | | | | | | | | | | | March 31, 2025 | | December 31, 2024 | | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | 2024 Convertible Notes | | $ | 2,440,000 | | $ | 2,659,417 | | $ | 2,440,000 | | $ | 2,547,209 | 2025 Convertible Notes | | | 2,530,000 | | | 2,529,384 | | | — | | | — | Assumed 2024 Note | | | — | | | — | | | 3,630,000 | | | 3,630,000 | SEPA Convertible Note | | | 2,500,000 | | | 2,573,217 | | | 2,500,000 | | | 2,365,114 | | | $ | 7,470,000 | | $ | 7,762,018 | | $ | 8,570,000 | | $ | 8,542,323 |
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| Convertible Notes 2024 and 2025 |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | March 31, 2025 | | December 31, 2024 | | Discount rate | | | 20.0 | % | | 20.0 | % | Probability of conversion at maturity scenario | | | 70.0 - 100.0 | % | | 70.0 - 100.0 | % | Probability of voluntary conversion scenario | | | 0.0 - 30.0 | % | | 0.0 - 30.0 | % | Remaining term for conversion at maturity scenario | | | 0.00 - 0.98 years | | | 0.01 - 0.28 years | | Remaining term for voluntary conversion scenario | | | 0.00 - 0.23 years | | | 0.01 - 0.03 years | |
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| SEPA Convertible Note |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | March 31, 2025 | | December 31, 2024 | | Remaining term | | | 0.72 years | | | 0.97 years | | Volatility | | | 84.0 | % | | 88.0 | % | Risk-free rate | | | 4.1 | % | | 4.3 | % | Drift term | | | 4.1 | % | | 4.2 | % | Conversion price for payments to be made through issuance of Company's common stock | | $ | 0.50 | | $ | 0.41 | | Payments to be made through issuance of shares of Company's common stock | | | 11.1 | % | | 11.1 | % | Payments to be made in cash | | | 88.9 | % | | 88.9 | % |
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| Amended 2024 Convertible Notes | Forward purchase agreement |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | December 31, 2024 | | Probability of maturity settlement scenario | | | 15.0 | % | Probability of prepayment shortfall settlement scenario | | | 85.0 | % | Recycled Shares held by Meteora | | | 1,703,890 | | Price per share of Company's common stock | | $ | 1.21 | | Remaining term | | | 2.53 years | | Risk-free interest rate | | | 4.3 | % | Drift term | | | 4.2 | % | Volatility | | | 85.0 | % | Forecasted price per share of Company's common stock at maturity | | $ | 2.30 | | Expected margin from Meteora's sale of Recycled Shares | | | 76.9 | % |
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| 3(a)(10) Settlement Agreement |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | March 31, 2025 | | January 28, 2025 | | Price per share of Company’s common stock | | $ | 0.54 | | $ | 1.09 | | Equity volatility | | | 87.0 | % | | 88.0 | % | Remaining term | | | 0.46 years | | | 0.63 years | | Risk-fee rate | | | 4.2 | % | | 4.2 | % | Drift term | | | 4.2 | % | | 4.1 | % |
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| Contingent consideration |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | March 31, 2025 | | December 31, 2024 | | Operating leverage | | | 150.0 | % | | 150.0 | % | Revenue volatility | | | 20.1 | % | | 20.1 | % | EBITDA volatility | | | 50.2 | % | | 50.2 | % | Earnout risk free rate | | | 4.5 | % | | 4.5 | % | Long-term risk-free rate | | | 4.9 | % | | 4.9 | % | Weighted average cost of capital | | | 18.0 | % | | 18.0 | % | Correlation between revenue and EBITDA | | | 0.65 | | | 0.65 | | Discount rate | | | 6.0 | % | | 6.0 | % | Term to payment | | | 0.9 - 6.9 years | | | 0.1 - 7.1 years | |
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| Debt conversion share adjustment obligations derivative liability |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | March 31, 2025 | | December 31, 2024 | | Price per share of Company's common stock | | $ | 0.54 | | $ | 1.21 | | Equity volatility | | | 76.0 - 91.0 | % | | 92.0 - 93.0 | % | Reset price floor | | $ | 1.25 | | $ | 1.25 | | Reset price ceiling | | $ | 2.00 | | $ | 2.00 | | Remaining term - First Reset Date | | | 0.08-0.42 years | | | 0.19 - 0.62 years | | Forecasted per share of Company's common stock - Reset Date | | $ | 0.54 | | $ | 1.12 | | Risk-fee rate - Reset Date | | | 4.3 - 4.4 | % | | 4.4 | % | Drift term - Reset Date | | | 4.2 - 4.3 | % | | 4.3 | % | Forecasted five day VWAP per share of Company's common stock - First Reset Date | | $ | 0.47 | | $ | 0.96 | | Risk-fee rate - First Reset Date | | | 4.3 | % | | 4.2 | % | Drift term - First Reset Date | | | 4.2 | % | | 4.1 | | Remaining term - Second Reset Date | | | 0.84 years | | | 1.04 years | | Forecasted five day VWAP per share of Company's common stock - Second Reset Date | | $ | 0.42 | | $ | 0.81 | | Risk-fee rate - Second Reset Date | | | 4.1 | % | | 4.2 | | Drift term - Second Reset Date | | | 4.0 | % | | 4.1 | |
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| SEPA Derivative Liability |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | March 31, 2025 | | December 31, 2024 | | Remaining term | | | 0.72 years | | | 0.97 years | | Volatility | | | 84.0 | % | | 88.0 | % | Risk-free rate | | | 4.1 | % | | 4.3 | % | Drift term | | | 4.1 | % | | 4.2 | % | Conversion price for payments to be made through issuance of Company's common stock | | $ | 0.14 | | $ | 0.41 | | Payments to be made through issuance of shares of Company's common stock | | | 11.1 | % | | 11.1 | % | Payments to be made in cash | | | 88.9 | % | | 88.9 | % | Prepayment premium | | | 107.0 | % | | 107.0 | % |
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