Note 9 — Derivative Liability

In connection with the August 2025 employment agreement entered into with Alan Campbell, the Company’s Chief Executive Officer, the Company committed to issue additional shares of common stock pursuant to an anti-dilution provision in the event of certain dilutive issuances. This provision was determined to meet the definition of a derivative liability under ASC 815, Derivatives and Hedging, and is therefore measured at fair value, with changes in fair value recorded in earnings.

The fair value of the derivative liability is estimated using a Monte Carlo simulation model. The anti-dilution feature entitles Mr. Campbell to maintain a fixed ownership percentage of the Company’s common stock until the Company has raised an aggregate of $1 billion in total capital. Significant inputs to the model include the Company’s stock price, expected volatility, the risk-free interest rate, and the probability and expected timing of future financing events that would trigger the anti-dilution provision within its contractual term.

The following table presents the rollforward of the derivative liability:

Schedule of Derivative Liability 

The derivative liability is classified as a Level 3 fair value measurement due to the use of unobservable inputs. The Company recognized a gain of $276,449 on remeasurement of the derivative for the three months ended June 30, 2026 and a net gain of $982,505 for the six months ended June 30, 2026, in each case included in “Total other income (expense), net” on the Consolidated Statements of Operations.