v3.26.1
Derivative Liability
12 Months Ended
Dec. 31, 2025
Derivative Liability  
Derivative Liability

Note 11. Derivative Liability

 

On August 22, 2025, the Company recorded a derivative liability of $3,425,796 related to an anti-dilution provision in the CEO employment agreement. This provision protects the CEO from ownership dilution below 3.6% fully diluted.

 

The derivative liability was remeasured at December 31, 2025 using a Monte Carlo simulation (Level 3 measurement). The change in fair value of the derivative resulted in a gain of $1,480,990 for the year ended December 31, 2025.

 

The following table summarizes the activity of the derivative liability for the year ended December 31, 2025:

Schedule of Derivative Liability 

     
Balance, December 31, 2024  $— 
Initial recognition upon grant of shares   3,425,796 
Change in fair value (revaluation gain)   (1,480,990)
Balance, December 31, 2025  $1,944,806 

 

 

The fair value of the derivative liability was estimated using a Monte Carlo simulation model with the following key inputs and assumptions:

 

Schedule of Fair Value of Derivative Liability

   August 22, 2025 (Initial)   December 31, 2025 (Remeasurement) 
Stock price  $2.80   $1.55 
Exercise/threshold ownership percentage   3.6%   3.6%
Expected volatility   238% annualized    280% annualized 
Risk-free interest rate   4.3%   4.3%
Expected term (years)   3    2.7 
Number of simulations   300,000 paths per run    300,000 paths per run 

 

The expected volatility was based on the historical volatility of the Company’s stock. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the valuation date for maturities consistent with the expected term.

 

The derivative liability will continue to be remeasured at fair value at each reporting period until the underlying obligation is settled or the anti-dilution provision expires.