Quarterly report pursuant to Section 13 or 15(d)

Series B Warrants

v3.5.0.2
Series B Warrants
6 Months Ended
Jun. 30, 2016
Series B Warrants [Abstract]  
Series B Warrants

6. Series B Warrants

 

In conjunction with the Series B Preferred Stock financing, the Company issued 6,437,500 common stock warrants that are exercisable at a price of $1.15 per share and expire five years from the issuance date. The warrants were initially valued at $2,935,800 utilizing the Black-Scholes pricing model. The warrants are exercisable in cash or through a cashless exercise provision. The Series B warrants also have a "down-round" protection feature provided to the investors if the Company subsequently issues or sells any shares of common stock, stock options, or convertible securities at a price less than the exercise price of $1.15 per each warrant. The conversion price is automatically adjusted down to the price of the instrument being issued. The Company reviewed the classification of the warrants as liabilities or equity under the guidance of ASC 480-10, Distinguishing Liabilities from Equity, and concluded that the Series B warrants should be classified as a liability. The Company then applied the fair value allocation methodology for allocating the proceeds of $5.0 million received from the Series B financing between the conversion liability and the warrants with the residual amount being allocated to the Preferred Stock. The Company performed the same valuation as of March 31, 2016 utilizing an expected term of 4.39 years as a result of the passage of time, which resulted in the warrant value of $2,866,439. The change in fair market value at the re-measurement date of March 31, 2016 was recorded as non-operating expense totaling $411,480. The Company also performed the same valuation as of June 30, 2016 utilizing the Black-Scholes pricing model and the following assumptions:

 

 

 

Six Months

 Ended June 30,

 

 

 

2016

 

 

2015

 

Dividend yield

 

 

0.00 %

 

NA

 

Volatility factor

 

 

70.00 %

 

NA

 

Risk-free interest rate

 

1.11 – 1.29

%

 

NA

 

Expected term (years)

 

4.14 – 4.15

 

 

NA

 

Weighted-average fair value of warrants

 

$ 0.13

 

 

NA

 

 

This resulted in a warrant value of $842,325 as of June 30, 2016. The change in fair market value at the re-measurement date was recorded as non-operating income totaling $2,024,114 for the three months ended June 30, 2016. and non-operating income totaling $1,612,634 for the six months ended June 30, 2016.