Skye Bioscience, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Warrants and Derivative Liabilities

Warrants and Derivative Liabilities

9 Months Ended

Sep. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Warrants and Derivative LiabilitiesThere are significant judgements and estimates inherent in the determination of the fair value of the Company’s warrants and derivative liabilities. These judgements and estimates include assumptions regarding the Company’s future operating performance, the time to completing a liquidity event, if applicable, and the determination of the appropriate valuation methods. If the Company had made different assumptions, the fair value of the warrants and derivative liabilities could have been significantly different (Note 2).

Warrants

Warrants vested and outstanding as of September 30, 2022 are summarized as follows:


Source	Exercise Price		Term (Years)	Number of Warrants Outstanding
Pre 2015 Common Stock Warrants	$	1.00	10	1,110,000
2015 Common Stock Warrants	5.00		10	100,000
2016 Common Stock Warrants to Service Providers	1.15		10	40,000
2018 Emerald Financing Warrants	0.10		5	3,400,000
Emerald Multi-Draw Credit Agreement Warrants	0.50		5	7,500,000
2019 Common Stock Warrants	0.35		5	8,000,000
2020 Common Stock Warrants to Placement Agent	0.08		5	8,166,667
2021 Inducement Warrants	0.15		5	21,166,667
2021 Inducement Warrants to Placement Agent	0.19		5	1,481,667
2021 Common Stock Warrants	0.09		5	77,777,779
2021 Common Stock Warrants to Placement Agent	0.11		5	5,444,445
2022 Common Stock Warrants to Service Provider	0.04		2	2,000,000
Total warrants outstanding as of September 30, 2022				136,187,225

As of September 30, 2022, all of the Company's warrants are fully vested with the exception of the "2022 Common Stock Warrants to Service Provider."

2022 Common Stock Warrants Issued to a Service Provider

On April 1, 2022, the Company granted 2,000,000 equity classified warrants with a fair value of $35,688 to a service provider at an exercise price of $0.04 per share. The warrants vest monthly over one year and expire on April 1, 2024. Refer to Note 7 for the summary of stock-based compensation expense.

As of the date of grant, the Company valued the warrants with a Black-Scholes valuation method using the following assumptions:


	April 1, 2022 Date of Issuance
Dividend yield	—		%
Volatility factor	118.5		%
Risk-free interest rate	1.92		%
Expected term (years)	1.27
Underlying common stock price	$	0.04

Derivative Liability

The following tables summarize the activity of the derivative liability for the periods indicated:


	Nine Months Ended September 30, 2022
	December 31, 2021 Fair Value of Derivative Liability		Fair Value of Derivative Liability		Change in Fair Value of Derivative Liability		Reclassification of Derivative to Equity		September 30, 2022 Fair Value of Derivative Liability
Emerald Financing - warrant liability	$	59,732	$	—	$	(59,406)	$	—	$	326
Current balance of derivative liability	$	59,732	$	—	$	(59,406)	$	—	$	326


	Nine Months Ended September 30, 2021
	December 31, 2020 Fair Value of Derivative Liability		Fair Value of Derivative Liability		Change in Fair Value of Derivative Liability		Reclassification of Derivative to Equity		September 30, 2021 Fair Value of Derivative Liability
Emerald Financing - warrant liability	$	38,567	$	—	$	169,349	$	—	$	207,916
Total derivative liability	$	38,567	$	—	$	169,349	$	—	$	207,916

Emerald Financing Warrant Liability

The Emerald Financing Warrants were issued during 2018 in connection with the Emerald Financing, and originally contained a price protection feature. In connection with the August 2020 Financing, the exercise price was permanently set to $0.10. The warrants contain a contingent put option if the Company undergoes a subsequent financing that results in a change in control. The warrant holders also have the right to participate in certain subsequent financing transactions on an as-if converted basis.

The Company reviewed the warrants for liability or equity classification under the guidance of ASC 480-10, Distinguishing Liabilities from Equity, and concluded that the warrants should be classified as a liability and re-measured to fair value at the end of each reporting period. The Company also reviewed the warrants under ASC 815, Derivatives and Hedging/Contracts in Entity’s Own Equity, and determined that the warrants also meet the definition of a derivative. With the assistance of a third party valuation specialist, the Company valued the warrant liabilities utilizing the Monte Carlo valuation method pursuant to the accounting guidance of ASC 820-10, Fair Value Measurements. Beginning March 31 2021, the Company changed its valuation model for the Emerald Financing Warrant Liability to a Black-Scholes valuation method, as it was determined that a more simplistic model such as the Black-Scholes valuation method yields a substantially similar result as a Monte Carlo simulation due to the Company's current assumptions.

The warrant liability is valued at the balance sheet dates using the following assumptions:


	September 30, 2022			December 31, 2021
Dividend yield	—		%	—		%
Volatility factor	93.3		%	126.5		%
Risk-free interest rate	2.79		%	0.43		%
Expected term (years)	0.38			1.13
Underlying common stock price	$	0.03		$	0.05