Quarterly report pursuant to Section 13 or 15(d)

Fair Value of Financial Instruments

v3.20.2
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2020
Fair Value of Financial Instruments  
Fair Value of Financial Instruments

3. Fair Value of Financial Instruments

The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable and accrued expenses and other payables approximate fair value due to their short maturities.

As a basis for determining the fair value of certain of the Company’s financial instruments, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level I – Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level II – Observable inputs, other than Level I prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level III – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The changes in the fair value of liability classified warrants are included in net loss for the respective periods. Because some of the inputs to our valuation model are either not observable or are not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as Level 3 in the fair value hierarchy. The Company’s cash equivalents are classified within Level I of the fair value hierarchy.

As of September 30, 2020 and December 31, 2019, the fair values of cash, accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities. The Company’s short-term investments consist of Level I securities which are comprised of highly liquid money market funds. The estimated fair value of the short-term investments was based on quoted market prices. There were no transfers between fair value hierarchy levels during the quarters ended September 30, 2020 or 2019.

In January 2020, the Company issued warrants in connection with the public offering of common stock (the “January 2020 Warrants”). Pursuant to the terms of these warrants, the warrants were not considered indexed to the Company’s own stock and therefore are required to be measured at fair value and reported as a liability in the consolidated balance sheets. Additionally, upon the closing of the January 2020 offering, 3,357,166 previously outstanding warrants were required to be classified as a liability. The fair value of the warrant liability is based on the Monte Carlo methodology. The Company is required to revalue the warrants at each reporting date with any changes in fair value recorded on our consolidated statement of operations and comprehensive loss. The valuation of the warrants is classified under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. In order to calculate the fair value of the warrants, certain assumptions were made, including the selling price or fair market value of the underlying common stock, risk-free interest rate, volatility, and remaining life. Changes to the assumptions could cause significant adjustments to valuation. The Company estimated a volatility factor utilizing a weighted average of comparable published betas of peer companies. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of the grant for treasury securities of similar maturity.

The Black Scholes model was used to value these warrants before the equity to liability reclassification and the Monte Carlo simulation was used to value the warrants after the equity to liability reclassification. The following weighted average assumptions were used:

 

 

 

 

 

 

 

January 21, 2020

Current stock price

 

$

0.33

 

Estimated volatility of future stock price

 

 

124

%

Risk free interest rate

 

 

1.53

%

Expected term

 

 

3.7

years

 

During the nine months ended September 30, 2020, 3,291,666 warrants were exchanged for 2,238,332 shares of common stock. As of September 30, 2020, there were a total of 65,500 warrants outstanding that were reported as a liability on the consolidated balance sheet.

The fair value of financial instruments measured on a recurring basis is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2020

Description

    

Total

    

Level 1

    

Level 2

    

Level 3

Assets:

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

92,501,019

 

$

92,501,019

 

 —

 

 

 —

Liabilities:

 

 

  

 

 

  

 

  

 

 

  

Contingent consideration

 

$

2,758,515

 

 

 —

 

 —

 

$

2,758,515

Warrant liability

 

$

60,915

 

 

 —

 

 —

 

$

60,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2019

Description

    

Total

    

 

Level 1

    

Level 2

    

Level 3

Assets:

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

$

5,713,922

 

$

5,713,922

 

 —

 

 

 —

Liabilities:

 

 

  

 

 

  

 

  

 

 

  

Contingent consideration

 

$

3,718,515

 

 

 —

 

 —

 

$

3,718,515

 

The following table summarizes the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the nine months ended September 30, 2020:

 

 

 

 

 

 

 

 

 

 

Contingent 

 

Warrant

 

    

Consideration

 

Liability

Balance at December 31, 2019

 

$

3,718,515

 

$

 —

Fair value at issuance

 

 

 —

 

 

2,494,823

Reclassification of warrants from equity to liability due to modification

 

 

 —

 

 

869,078

Reclassification of warrant liability to equity upon cashless exercise of warrants

 

 

 —

 

 

(2,766,647)

Reclassification of warrant liability to equity upon exchange of warrants

 

 

 —

 

 

(1,575,642)

Payout of contingent consideration

 

 

(2,005,000)

 

 

 —

Change in fair value

 

 

1,045,000

 

 

1,039,303

Balance at September 30, 2020

 

$

2,758,515

 

$

60,915

 

The change in the fair value of the contingent consideration for the nine months ended September 30, 2020 was primarily due to the milestone payment to Pelican stockholders, the increase in the estimated probability of achieving the secondary milestone, a change in discount rate and the passage of time on the fair value measurement. The change in fair value of the warrant liability for the nine months ended September 30, 2020 was primarily due to increases in the fair value of the underlying stock.  Adjustments associated with the change in fair value of contingent consideration and warrant liability are included in the Company’s  consolidated statement of operations and comprehensive loss.

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements of contingent consideration classified as Level 3 as of September 30, 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2020

 

 

 

Valuation 

 

Significant 

 

Weighted Average 

 

    

 

 Methodology

    

 Unobservable Input

    

 (range, if applicable)

 

 

 

 

 

 

 

 

Contingent Consideration

 

 

Probability weighted   income approach

 

Milestone dates

 

2022-2031

 

 

 

 

 

Discount rate

 

8.56%

 

 

 

  

 

Probability of occurrence

 

2.7% to 68%

 

The following table presents quantitative information about the inputs used in the valuation for the Company’s fair value measurement of the warrant liability classified as Level 3 as of September 30, 2020:

 

 

 

 

 

 

 

 

September 30, 2020

Current stock price

 

$

1.24

 

Estimated volatility of future stock price

 

 

137.77

%

Risk free interest rate

 

 

0.22

%

Contractual term

 

 

3.16

years

 

The Company measures certain non-financial assets on a non-recurring basis, including goodwill and in-process R&D. As a result of those measurements, during the year ended December 31, 2019, goodwill with a total carrying value of $2.2 million was written down to its estimated fair value of $1.5 million and an impairment charge of $0.7 million was recorded. The Company uses a present value technique to estimate the fair value of these assets. This analysis requires significant judgments, including primarily the estimation of future development costs, the probability of success in various phases of its development programs, potential post-launch cash flows and a risk-adjusted weighted average cost of capital.