FAIR VALUE MEASUREMENTS (Tables)
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3 Months Ended |
Mar. 31, 2026 |
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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 for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of March 31, 2026: | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | Liabilities | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 292,677 | | $ | 292,677 | 3(a)(10) Settlement Agreement | | | — | | | — | | | 3,687,000 | | | 3,687,000 | Contingent consideration* | | | — | | | — | | | 236,832 | | | 236,832 | Convertible debt | | | — | | | — | | | 6,593,923 | | | 6,593,923 | Total liabilities | | $ | — | | $ | — | | $ | 10,810,432 | | $ | 10,810,432 |
* | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to $510,556 and RJZ settlement amounting to $1,024,002 which are not included in the table above as these are not fair valued. |
The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2025: | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | Assets | | | | | | | | | | | | | Forward purchase agreement | | $ | — | | $ | — | | $ | — | | $ | — | Total assets | | $ | — | | $ | — | | $ | — | | $ | — | Liabilities | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 234,389 | | $ | 234,389 | 3(a)(10) Settlement Agreement | | | — | | | — | | | 3,634,000 | | | 3,634,000 | Contingent consideration* | | | — | | | — | | | 330,226 | | | 330,226 | Convertible debt | | | — | | | — | | | 5,321,303 | | | 5,321,303 | Total liabilities | | $ | — | | $ | — | | $ | 9,519,918 | | $ | 9,519,918 |
* | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to $417,163 and RJZ settlement amounting to $1,024,001 which are not included in the table above as these are not fair valued. |
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| Schedule of reconciliation of assets and liabilities measured at fair value using Level 3 inputs |
| | | | | | | | | | | | | | | | | | Forward
Purchase
Agreement | | Derivative liabilities | | 3(a)(10)
Settlement
Agreement | | Contingent
consideration (1) | | Convertible debt | Balance, December 31, 2025 | | $ | — | | $ | (234,389) | | $ | (3,634,000) | | $ | (330,226) | | $ | (5,321,303) | Cash payment/(receipt) | | | — | | | — | | | — | | | — | | | 533,890 | Issuances | | | — | | | — | | | — | | | — | | | (1,861,000) | Commitment shares issued | | | | | | | | | | | | | | | 102,030 | Settlement through issuance of Company’s common stock | | | — | | | — | | | — | | | — | | | 93,198 | Change in fair value | | | — | | | (58,288) | | | (53,000) | | | — | | | (104,238) | Loss on issuance of financial instruments | | | — | | | — | | | — | | | — | | | (36,500) | Reclass from level 3 | | | — | | | — | | | — | | | 93,394 | | | — | Ending balance, March 31, 2026 | | $ | — | | $ | (292,677) | | $ | (3,687,000) | | $ | (236,832) | | $ | (6,593,923) |
| (1) | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to $510,556 and RJZ settlement amounting to $1,024,002 which are not included in the table above as these are not fair valued. |
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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, 2026 | | December 31, 2025 | | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | 2025 Convertible Notes | | $ | 3,236,210 | | $ | 3,649,413 | | $ | 3,212,250 | | $ | 3,778,303 | 2026 Convertible Notes | | | 2,007,150 | | | 1,798,510 | | | — | | | — | SEPA Convertible Note | | $ | 991,135 | | | 1,146,000 | | | 1,386,975 | | | 1,543,000 | | | $ | 6,234,495 | | $ | 6,593,923 | | $ | 4,599,225 | | $ | 5,321,303 |
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| Convertible Notes 2026 and 2025 |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | March 31, 2026 | | December 31, 2025 | | Discount rate | | | 20.0-201.0 | % | | 20.0 - 65.0 | % | Probability of conversion at maturity scenario | | | 50.0-95.0 | % | | 30.0 -100.0 | % | Probability of voluntary conversion scenario/event of default scenarios | | | 5.0-50.0 | % | | 0.0 - 70.0 | % | Remaining term for conversion at maturity scenario/event of default scenarios | | | 0.25 years | | | 0.01 - 0.52 years | | Remaining term for voluntary conversion scenario | | | 0.36 years | | | 0.01 - 0.52 years | |
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| SEPA Convertible Note |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | Assumptions | | March 31, 2026 | | December 31, 2025 | | Valuation technique | | | Discounted cash flow
of scheduled
installment payments | | | Discounted cash flow
of scheduled
installment payments | | Outstanding balance | | $ | 991,135 | | | 1,386,975 | | Bi-weekly payment amount | | | 250,000 | | | 250,000 | | Expected IPO / settlement date | | | June 30, 2026 | | | March 31, 2026 | | Discount rate | | | 16.0 | % | | 15.0 | % | Fair value of outstanding balance | | $ | 978,000 | | | 1,368,000 | | Termination fee (payable in Common Stock at IPO price) | | $ | 168,000 | | | 175,000 | | Fair value of SEPA (post-termination) | | $ | — | | | — | | Total fair value of Pre-Paid Advance Obligation | | $ | 1,146,000 | | | 1,543,000 | |
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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 |
| | | | | Input | | Value | | Stock price as of valuation date | | $ | 0.20 | | Equity volatility | | | 89.0 | % | Risk-free rate | | | 3.7 | % | Expected term | | | 0.46 year | | Drift term | | | 3.6 | % |
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