v3.26.1
Derivative liabilities
3 Months Ended
Mar. 31, 2026
Derivative liabilities  
Derivative liabilities

7. Derivative liabilities

 

Embedded derivatives

 

The Company’s convertible promissory notes gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.

 

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of March 31, 2026 and  December 31, 2025 and the amounts that were reflected in income related to derivatives for the period ended:

 

 

 

March 31, 2026

 

The financings giving rise to derivative financial instruments

 

Indexed

Shares

 

 

Fair

Values

 

Embedded derivatives

 

 

30,203,925

 

 

$250,107

 

Total

 

 

30,203,925

 

 

$250,107

 

 

 

December 31, 2025

 

The financings giving rise to derivative financial instruments

 

Indexed

Shares

 

 

Fair

Values

 

Embedded derivatives

 

 

27,453,485

 

 

$265,594

 

Total

 

 

27,453,485

 

 

$265,594

 

 

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended March 31, 2026 and 2025:

 

 

 

For the three months ended

 

 

 

March 31,

2026

 

 

March 31,

2025

 

Embedded derivatives

 

$15,487

 

 

$(55,336 )

Loss on issuance of derivative

 

 

—

 

 

 

—

 

Total (gain) loss

 

$15,487

 

 

$(55,336 )

 

Current accounting principles that are provided in ASC 815 require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Binomial Lattice Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price. Significant inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

 

 

 

Inception

Date

 

 

December 31,

2025

 

 

March 31,

2026

 

Quoted market price on valuation date

 

$ 0.014 - 0.045

 

 

$0.020

 

 

$0.018

 

Effective contractual conversion rates

 

$ 0.0118 – 0.0366

 

 

$0.018

 

 

$0.017

 

Contractual term to maturity

 

0.5 Years

 

 

0.75 Years

 

 

0.50 Years

 

Market volatility:

 

 

 

 

 

 

 

 

 

 

 

Volatility

 

200.36%-332.78%

 

 

122.75%-209.58%

 

 

162.51%-249.23%

 

Risk-adjusted interest rate

 

 

10%

 

 

10%

 

 

10%

 

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of March 31, 2026 and December 31, 2025:

 

 

 

Three months ended

 

 

Year  ended

 

 

 

March 31,

2026

 

 

December 31,

2025

 

Balances at beginning of period

 

$265,594

 

 

$158,055

 

Issuances:

 

 

 

 

 

 

 

 

Embedded derivatives

 

 

-

 

 

 

-

 

Conversions/extinguishments

 

 

-

 

 

 

-

 

Changes in fair value inputs and assumptions reflected in income

 

 

(15,487 )

 

 

107,539

 

Balances at end of period

 

$250,107

 

 

$265,594