v3.26.3
FAIR VALUE MEASUREMENT
12 Months Ended
Jun. 30, 2026
FAIR VALUE MEASUREMENT  
FAIR VALUE MEASUREMENT

NOTE 15: FAIR VALUE MEASUREMENT

 

Fair value measurements

 

At June 30, 2026 and 2025, the fair value of the Company’s convertible-note derivative liabilities was estimated using a Cox, Ross & Rubinstein Binomial Tree valuation model using inputs that include expected volatility, the risk-free interest rate, expected term, and expected dividend rate. The convertible-note derivative liabilities are the Company’s only recurring Level 3 fair value measures. The equity-classified Talos and FirstFire warrants are not included in the derivative-liability balance. See Notes 2, 3, and 7.

 

At June 30, 2026, the estimated fair values of the liabilities measured on a recurring basis are as follows:

 

 

 

Fair Value Measurements at

 

 

 

June 30, 2026:

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Derivative liability – Convertible notes

 

$-

 

 

$-

 

 

$-

 

Equity-classified warrants (not a derivative liability)

 

 

-

 

 

 

-

 

 

 

-

 

Total derivative liability

 

$-

 

 

$-

 

 

$-

 

 

At June 30, 2025, the estimated fair values of the liabilities measured on a recurring basis are as follows:

 

 

 

Fair Value Measurements at

 

 

 

June 30, 2025:

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Derivative liability – Convertible notes

 

$-

 

 

$-

 

 

$7,805

 

Equity-classified warrants (not a derivative liability)

 

 

-

 

 

 

-

 

 

 

-

 

Total derivative liability

 

$-

 

 

$-

 

 

$7,805

 

 

The following is the Level 3 activity for the Company’s convertible-note derivative liabilities:

 

Derivative liability at June 30, 2024

 

$41,566

 

Initial recognition of derivative liabilities (recorded as debt discount)

 

 

-

 

Gain on change in fair value of derivative liability

 

 

(33,761)

Derivative liability at June 30, 2025

 

$7,805

 

Initial recognition of derivative liabilities (recorded as debt discount)

 

 

263,586

 

Gain on change in fair value of derivative liability

 

 

(271,391)

Derivative liability at June 30, 2026

 

$-

 

 

In April 2026, the Company also measured the Series D Convertible Preferred Stock issued in debt-for-equity exchanges at a nonrecurring Level 3 fair value of $0.058 per share, or $83,802 in the aggregate. Management used conversion parity based on a $0.0029 eight-trading-day VWAP for the period ended April 14, 2026 (the date the Board adopted the Certificate of Designation; management considers these inputs appropriate for the April 16, 2026 exchange date because the market price of the common stock did not change significantly between April 14 and April 16, 2026 and the initial 20 Common Stock shares issuable for each Series D share. A $0.001 change in the VWAP would change the aggregate conversion-parity measurement by approximately $28,897. Management considered the Series D dividend, liquidation preference, anti-dilution feature and issuer call right and concluded that none warranted a separately measurable premium or discount as of the measurement date. See Note 7.