v3.26.1
Note 5 - Fair Value Measurements
3 Months Ended
Mar. 31, 2026
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

5. Fair Value Measurements

 

The fair value of the Company's cash, cash equivalents, current restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values because of the short-term nature of these instruments. Restricted cash includes a separately maintained cash account, as required under the terms of a lease agreement the Company entered into on  October 10, 2018 for office space in New York City. On  April 15, 2025, the Company received the landlord’s consent for the second amendment to its sublease, which reduced the subleased premises and payments, effective March 19, 2025. The consent also approved the extension of the sublease term by four years, effective April 15, 2025. In connection with this lease agreement, the Company recorded $710 and $710 in non-current restricted cash as of March 31, 2026 and December 31, 2025, respectively, on the consolidated balance sheets.

 

As of March 31, 2026, the Company regards the fair value of its Note (as defined in Note 12, Divestiture) and debt to approximate its carrying value.

 

The following table presents the Company’s fair value hierarchy for assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025:

 

  

March 31, 2026

  

December 31, 2025

 
  

Level 1

  

Level 2

  

Level 3

  

Level 1

  

Level 2

  

Level 3

 

Assets:

                        

Restricted cash

 $710        $710       

Note

     2,931             

Liabilities:

                        

Debt, net(1)

     24,303         31,772    

Convertible Notes with related parties

        4,571         3,734 

Contingent consideration in connection with TAPP(2)

                 34 

 

(1)

Inclusive of the credit facilities and note payable. The debt fair value does not include debt issuance costs or debt discount. See Note 4, Debt, net.

(2)

Balance recorded in accrued expenses and other current liabilities with changes to the balance as a result of adjustment of the fair value related to the initial discount rate and payments made. 

 

Convertible Notes with related parties

 

The Company issued the Convertible Notes on August 19, 2024 and elected the fair value option. See Note 4, Debt, net. The following is a reconciliation of the fair value from December 31, 2025 to March 31, 2026:

 

  

Amount

 

Fair value as of December 31, 2025

 $3,734 

Loss on change in fair value reported in the consolidated statements of operations

  837 

Fair value as of March 31, 2026

 $4,571 

 

 

As the Convertible Notes mature on  April 2, 2029, and bear interest at 13% per annum paid in kind but may be converted into shares of the Company’s common stock (the "call option"), the estimated fair value is computed as the sum of (a) the present value of the expected interest and principal payments using the discounted cash flow method based on an estimated discount rate and (b) the fair value of the call option computed using the Black-Scholes model. Both approaches are based on the following assumptions:

 

Assumptions

 

March 31, 2026

 

Face value of principal payable

 $2,519 

Strike price

  3.01 

Value of common stock

  3.16 

Expected term (years)

  3.0 

Volatility

  76.0%

Risk free rate

  3.9%

Discount rate

  13.9%

 

Contingent Consideration 

 

In connection with the contingent consideration received related to the initial consolidation of TAPP Influencers Corp. ("TAPP") effective January 9, 2023, the Company had to determine the fair value of the identified assets acquired and liabilities assumed. The Company determined that the estimated fair value of the net assets acquired, excluding the net working capital, was a Level 3 measurement, as certain inputs to determine fair value were unobservable.

 

  

Amount

 

Fair value as of December 31, 2025

 $34 

Payment of compensation expense

  (34)

Fair value as of March 31, 2026

 $0 

 

The fair value of certain long-lived non-financial assets and liabilities may be required to be measured on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. As of March 31, 2026, certain non-financial assets have been measured at fair value subsequent to their initial recognition. The Company determined the estimated fair value to be a Level 3 measurement, as certain inputs used to determine fair value are unobservable. See Note 1(f)Goodwill.