Quarterly report [Sections 13 or 15(d)]

FAIR VALUE MEASUREMENTS

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FAIR VALUE MEASUREMENTS
 3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

6. FAIR VALUE MEASUREMENTS

 

Cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their relative short-term nature. The Company’s financial liabilities reflected at fair value in the condensed consolidated financial statements include contingent consideration, warrant liability and note payable. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows:

 

  Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities.
     
  Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities.
     
  Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 

 

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, are set forth in the tables below:

 

    As of March 31, 2025     Fair Value Measurements  
          Fair     As of March 31, 2025  
    Amount     Value     Level 1     Level 2     Level 3  
                               
Liabilities:                                        
Note payable:                                        
Term Loan     2,900       2,765       -       -       2,765  
    $ 2,900     $ 2,765     $ -     $ -     $ 2,765  

 

    As of December 31, 2024     Fair Value Measurements  
    Carrying     Fair     As of December 31, 2024  
    Amount     Value     Level 1     Level 2     Level 3  
Liabilities:                              
Note payable:                                        
Term Loan   $ 4,400     $ 4,290     $ -     $ -     $ 4,290  
    $ 4,400     $ 4,290     $ -     $ -     $ 4,290  

 

In connection with the Term Loan, the Company records the loan at fair value. The fair value of the loan is determined by a probability-weighted approach regarding the loan’s change in control feature. See Note 13, Notes Payable, for more details. The fair value measurement is based on the estimated probability of a change in control and thus represents a Level 3 measurement.

 

A roll forward of the carrying value of the Term Loan to March 31, 2025 is as follows:

 

 SCHEDULE OF FAIR VALUE, ASSETS MEASURED ON RECURRING BASIS, UNOBSERVABLE INPUT RECONCILIATION

                      Adjustment to
Fair Value/		        
    December 31,
2024		     Payments     Accretion/Interest
Accrued		     Mark to
Market		     March 31,
2025		  
                               
Term Loan   $              4,290     $ (1,500 )   $          -     $ (25 )   $ 2,765  
                                         
    $ 4,290     $ (1,500 )   $ -     $ (25 )   $ 2,765  

 

Certain of the Company’s non-financial assets, such as other intangible assets, are measured at fair value on a nonrecurring basis when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized.