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Fair Value Measurements
12 Months Ended
Dec. 31, 2022
Fair Value Measurements  
Fair Value Measurements

Note 5. Fair Value Measurements

November 2021 Warrants

In connection with our common stock offering in November 2021, we sold in conjunction with the common stock, warrants to purchase up to 539,063 shares of common stock with an exercise price of $35.00 per share of common stock.  The warrants were issued at the closings on November 5 and November 9, 2021, respectively.  No warrants have been exercised as of December 31, 2022 or 2021, respectively.

The warrants issued by the Company were recorded as equity and recognized at fair value which was approximately $8.1 million.  The value of the warrants issued by the Company in connection with November 2021 Offering, were estimated using a Black Scholes option pricing model. The inputs using the Black Scholes model to calculate the fair value of the warrants related to the November 2021 offering included no dividend yield, expected price volatility of 73.1%, a risk-free interest rate of 1.05%-1.08% and an expected term of 5 years.  

August 2022 Warrants

In August 4, 2022, the Company announced the pricing of the public offering (the “August 2022 Offering”) of (i) 931,667 shares (the “Shares”) of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 401,667 shares of common stock and (iii) August Warrants to purchase up to an aggregate of 1,333,333 shares of common stock. Each share of common stock and pre-funded warrant to purchase one share of common stock was sold together with an August Warrant to purchase one share of common stock. All pre-funded warrants were exercised.

The warrants issued by the Company were recorded as equity and recognized at fair value which was approximately $4.9 million. The value of the warrants issued by the Company in connection with August 2022 Offering, were estimated using a Black Scholes option pricing model. The inputs using the Black Scholes model to calculate the fair value of the warrants related to the August 2022 Offering included no dividend yield, expected price volatility of 97.67%, a risk-free interest rate of 2.91% and an expected term of 5 years.

October 2022 Common Stock Warrants and Series B Preferred Stock

On October 3, 2022, the Company entered into the October Securities Purchase Agreement (with the “October Investors” to sell, in the Registered Offering (i) 260,000 shares of common stock, and (ii) Series 1 Warrants to purchase up to an aggregate of 260,000 shares of common stock. The Series 1 Warrants are immediately exercisable at an exercise price of $5.00 per share and will expire two and one-half years following the initial exercise date.

The Series 1 Warrants issued by the Company were recorded as equity and recognized at fair value which was approximately $0.34 million. The value of the warrants issued by the Company in connection with October 2022

Offering, were estimated using a Black Scholes option pricing model. The inputs using the Black Scholes model to calculate the fair value of the warrants related to the October 2022 Offering included no dividend yield, expected price volatility of 117.34%, a risk-free interest rate of 4.12% and an expected term of 2.5 years.

In the Concurrent Private Placement Offering the Company issued (i) Series 2 Warrants to purchase up to an aggregate of 260,000 shares Series 2 Warrant Shares, and (ii) 13,000 shares of Series B Preferred Stock.

The Series 2 Warrants are exercisable on the date six (6) months following the date of issuance at an exercise price of $6.00 per share and will expire two and one-half years following the initial exercise date. The Series B Preferred Stock, was not, and the Series 2 Warrants and Series 2 Warrant Shares issuable upon exercise of the Series 2 Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

The Series 2 Warrants issued by the Company were recorded as equity and recognized at fair value which was approximately $0.34 million. The value of the warrants issued by the Company in connection with October 2022 Offering, were estimated using a Black Scholes option pricing model. The inputs using the Black Scholes model to calculate the fair value of the warrants related to the October 2022 Offering included no dividend yield, expected price volatility of 113.80%, a risk-free interest rate of 4.12% and an expected term of 3 years.

The Series B Preferred Stock issued by the Company were recorded as equity and recognized at fair value which was approximately $0.077 million. The Series B Preferred Stock were exercised and retired on November 7, 2022.