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Warrants
9 Months Ended
Sep. 30, 2020
Warrants And Rights Note Disclosure [Abstract]  
Warrants

Note 7 — Warrants

On February 8, 2019, the Company issued a warrant for the purchase of 12,113 shares of common stock to its February 2019 Offering selling agent (the “February 2019 Warrants”). The February 2019 Warrants are exercisable at any time after August 8, 2019 by the holder at an exercise price of $52.50 per share and have a life of four years. The warrants include a fundamental transaction clause that include transactions that may not require approval by the Company, such as a hostile tender offer. These transactions could require the Company to settle in cash upon exercise. Upon a fundamental transaction, the warrant holder would receive the equivalent securities or alternate considerations just prior to the triggering event by apportioning the exercise price among the equivalent securities. Accordingly, under ASC 815 Derivative and Hedging the warrants were deemed to be a derivative liability and marked-to-market at each reporting period The Company computed the fair value of the derivative liability using the Black-Scholes Option Valuation Model. The Company determined that the Binomial Lattice Model was not materially different to the Black Scholes Option Valuation Model. As of September 30, 2020, the derivative liability was fully written off.     

Assumptions utilized in the valuation of the February 2019 Warrant as of September 30, 2019 were as follows:

 

Risk-free interest rate

 

1.56%

 

Expected life

 

3.36 years

 

Expected volatility of underlying stock

 

64.01%

 

Expected dividend yield

 

 

 

 

The Company issued 160,041 warrants to purchase shares of its common stock in its December 2017 public offering (the “Roth 2017 Warrants”), of which 118,696 warrants were outstanding immediately prior to the closing of the Company’s 2020 Offering and 21,361 warrants remain outstanding as of September 30, 2020. These common stock warrants that were issued in the Company’s December 2017 public offering had an original exercise price of $88.50 per share with such exercise price adjustable if we effect a stock split or combination or similar transaction, depending on the relative trading prices before and after the transaction. The Roth 2017 Warrants also have anti-dilution protection in the event that the Company issues equity securities in the future below the then-exercise price of such warrants.  Though the Roth 2017 Warrants contain a price reset provision in the event of a dilutive issuance of the Company’s securities, because the Roth 2017 Warrants can only be settled in shares of common stock, they were recorded as a component of stockholders’ equity at issuance. As a result of the Company’s February 2019 Offering, the exercise price of the Roth 2017 Warrants was reset to $42.00 per share, and as a result of the Company’s February 2020 Offering, the exercise price of these warrants was further repriced to $0.0001 per share. Since the exercise price of the Roth 2017 Warrants is the par value of the Company’s stock, these warrants have been included in weighted average shares outstanding as of the closing of the 2020 Offering.

The price reset provision required the Company to compute a deemed dividend on the exercise price reduction of the Roth 2017 Warrants as a result of the February 2019 offering and the February 2020 Offering.  The Company utilized the black-scholes valuation model to calculate the fair value of the Roth 2017 Warrants upon the pricings of both the February 2019 Offering and the February 2020 Offering at the previous and new exercise prices.  The deemed dividends as a result of the February 2020 Offering and the February 2019 Offering are as follows:

 

 

 

February 2020

Offering

 

 

February 2019

Offering

(Revised)

 

Fair value per share of warrants at new exercise price

 

$

7.00

 

 

$

25.19

 

Fair value per share of warrants at previous exercise price

 

 

1.35

 

 

 

18.47

 

Dividend per share

 

$

5.65

 

 

$

6.72

 

Warrants outstanding prior to offering

 

 

118,696

 

 

 

118,696

 

Deemed dividend

 

$

670,632

 

 

$

797,637

 

 

Because the Company has an accumulated deficit, the dividends were recorded as a component of additional paid-in capital and a deduction from net loss to determine net loss attributable to common stockholders in the statements of operations for the nine months ended September 30, 2020 and 2019, respectively.

Assumptions utilized in the valuations of the Roth 2017 Warrant upon the pricing of the February 2020 Offering and the February 2019 Offering, were as follows:

 

 

 

 

 

 

 

February 2019

 

 

 

February 2020

 

 

Offering

 

 

 

Offering

 

 

(Revised)

 

Risk-free interest rate

 

1.39%

 

 

2.43%

 

Expected life (in years)

 

2.81

 

 

3.82

 

Expected volatility of underlying stock

 

91.71%

 

 

82.62%

 

Expected dividend yield