v3.26.1
Note 5 - Fair Value Measurements
6 Months Ended
Jun. 30, 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  June 30, 2026 and December 31, 2025, respectively, on the consolidated balance sheets.

 

As of  June 30, 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  June 30, 2026 and  December 31, 2025:

 

June 30, 2026

December 31, 2025

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Assets:

Restricted cash

$

710

$

710

Note(1)

2,718

Liabilities:

Debt, net(2)

27,526

31,772

Convertible Notes with related parties

5,155

3,734

Contingent consideration in connection with TAPP(3)

34

 

(1)

Excludes the allowance for credit losses. See Note 1(e), Note receivable and allowance for credit losses

(2)

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.

(3)

Balance was 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  June 30, 2026:

 

Amount

Fair value as of December 31, 2025

$

3,734

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

1,421

Fair value as of June 30, 2026

$

5,155

 

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

June 30, 2026

Face value of principal payable

$

2,601

Strike price

3.01

Value of common stock

3.73

Expected term (years)

2.8

Volatility

76.0

%

Risk free rate

4.2

%

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 June 30, 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  June 30, 2026, there were none.  See Note 1(g)Goodwill.