XML 46 R17.htm IDEA: XBRL DOCUMENT v2.4.0.8
Note 11 - Fair Value Measures
3 Months Ended
Mar. 31, 2014
Fair Value Disclosures [Abstract]  
Fair Value Disclosures [Text Block]

11.          Fair Value Measures


The following summarizes the Company’s assets and liabilities measured at fair value as of December 31, 2013:


           

Fair Value Measurements at Reporting Date Using:

 
   

Balance as of December 31,

   

Quoted Prices

in Active

Markets for

Identical

Assets

   

Significant

Other

Observable

Inputs

   

Significant

Unobservable

Inputs

 

Description

 

2013

   

(Level 1)

   

(Level 2)

   

(Level 3)

 
                                 

Liabilities

                               

Convertible notes

  $ 4,537,000     $     $     $ 4,537,000  

Warrant and option liabilities

  $ 2,680,000     $     $     $ 2,680,000  

Total Liabilities

  $ 7,217,000     $     $     $ 7,217,000  

The following summarizes the Company’s assets and liabilities measured at fair value as of March 31, 2014:


           

Fair Value Measurements at Reporting Date Using:

 
   

Balance as of

March 31,

   

Quoted Prices

in Active

Markets for

Identical

Assets

   

Significant

Other

Observable

Inputs

   

Significant

Unobservable

Inputs

 

Description

 

2014

   

(Level 1)

   

(Level 2)

   

(Level 3)

 
                                 

Liabilities

                               

Convertible notes

  $ 4,904,000     $     $     $ 4,904,000  

Warrant and option liabilities

  $ 3,691,000     $     $     $ 3,691,000  

Total Liabilities

  $ 8,595,000     $     $     $ 8,595,000  

A summary of changes in the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, 2011 Warrants, 2012 Warrants, Third Tranche Warrants, and the February 2013 Warrants, February 2013 SPA Options, September 2013 Warrants, and September 2013 SPA Options as of December 31, 2012, February 22, 2013, September 18, 2013 and March 31, 2014 is as follows:


   

Fair

Value of

2011
Convertible

Notes

   

Fair

Value of

2011 Warrant Liabilities

   

Fair

Value of

2012 Convertible Notes

   

Fair

Value of

2012 Warrant Liabilities

   

Fair Value of Third Tranche Convertible Notes

   

Fair Value of Third Tranche Warrant Liabilities

   

February
2013 Warrants

   

February

2013 SPA Option

   

September 2013 Warrants

   

September 2013 SPA Options

   

Total

 

Balance December 31, 2012

  $ 6,510,000     $ 2,000,000     $ 1,588,000     $ 1,800,000     $     $     $     $     $     $     $ 11,898,000  

Allocation of initial proceeds

  $     $     $     $     $ 142,000     $ 108,000     $     $     $     $     $ 250,000  

Initial fair value adjustment

  $     $     $     $     $ 252,000     $ 192,000     $     $     $     $     $ 444,000  
                                                                                         

January 16, 2013

  $ 6,510,000     $ 2,000,000     $ 1,588,000     $ 1,800,000     $ 394,000     $ 300,000     $     $     $     $     $ 12,592,000  
                                                                                         

Amortization of debt discount

  $ 38,000     $     $ 55,000     $     $ 2,000     $     $     $     $     $     $ 95,000  

Fair value adjustment

  $ (370,000 )   $     $ (72,000 )   $     $ (8,000 )   $     $     $     $     $     $ (450,000 )

Carrying value of old debt at modification

  $ (6,178,000 )   $     $ (1,571,000 )   $     $ (388,000 )   $     $     $     $     $     $ (8,137,000 )

Fair value of new debt at modification

  $ 6,070,000     $     $ 1,516,000     $     $ 386,000     $     $     $     $     $     $ 7,972,000  

Modification of warrants

  $     $ 1,916,000     $     $ 632,000     $     $     $     $     $     $     $ 2,548,000  

Cancellation/retirement of warrants

  $     $     $     $ (800,000 )   $     $ (300,000 )   $     $     $     $     $ (1,100,000 )

Fair value of instruments at issuance

  $     $     $     $     $     $     $ 2,759,000     $ 1,211,000     $     $     $ 3,970,000  
                                                                                         

February 22, 2013

  $ 6,070,000     $ 3,916,000     $ 1,516,000     $ 1,632,000     $ 386,000     $     $ 2,759,000     $ 1,211,000     $     $     $ 17,490,000  
                                                                                         

Exercise of warrants

  $     $ (844,000 )   $     $     $     $     $     $     $     $     $ (844,000 )

Fair value adjustment

  $ 1,130,000     $ 2,014,000     $ 284,000     $ 326,000     $ 96,000     $     $ 884,000     $ 583,000     $     $     $ 5,317,000  
                                                                                         

March 31, 2013

  $ 7,200,000     $ 5,086,000     $ 1,800,000     $ 1,958,000     $ 482,000     $     $ 3,643,000     $ 1,794,000     $     $     $ 21,963,000  
                                                                                         

Balance at December 31, 2013

  $ 3,290,000     $ 179,000     $ 1,010,000     $ 141,000     $ 237,000     $     $ 1,441,000     $     $ 627,000     $ 292,000     $ 7,217,000  
                                                                                         

Fair value adjustment

  $ 200,000     $ 179,000     $ 120,000     $ 18,000     $ 47,000     $     $ 540,000     $     $ 215,000     $ 59,000     $ 1,378,000  
                                                                                         

March 31, 2014

  $ 3,490,000     $ 358,000     $ 1,130,000     $ 159,000     $ 284,000     $     $ 1,981,000     $     $ 842,000     $ 351,000     $ 8,595,000  

Valuation – Methodology and Significant Inputs Assumptions


Fair values for the Company’s derivatives and financial instruments are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, 2013 SPA Options and Convertible Notes as of the December 31, 2012 balance sheet date, February 22, 2013 Amendment and Waiver Agreement date, September 18, 2013 Amendment and Waiver agreement, and the March 31, 2014 balance sheet date are discussed below. Each of the measurements is considered a Level 3 measurement as a result of at least one significant unobservable input.


2011 Warrants


A Black-Scholes-Merton option-pricing model, with dilution effects, was utilized to estimate the fair value of the 2011 Warrants as of February 22, 2013, March 31, 2013 and December 31, 2013. This model is widely used in estimating value of European options dependent upon a non-paying dividend stock and fixed inputs. This model is subject to the significant assumptions discussed below and requires the following key inputs with respect to the Company and/or instrument:



Input

 

February 22,

2013

   

March 31,

2013

   

December 31,

2013

 

Stock Price

  $ 0.14     $ 0.17     $ 0.04  

Exercise Price

  $ 0.15     $ 0.098     $ 0.098  

Expected Life (in years)

    3.00       2.90       2.15  

Stock Volatility

    100

%

    100

%

    95

%

Risk-Free Rate

    0.40

%

    0.24

%

    0.21

%

Dividend Rate

    0

%

    0

%

    0

%

Outstanding Shares of Common Stock

    59,576,097       64,389,835       160,664,862  

Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the 2011 Warrants as of March 31, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding warrants. This includes the potential common stock for warrants exchange as contemplated in the proposed transaction, occurring at June 30, 2014, and the potential that the warrants are held for the remainder of their term. This model requires the following key inputs with respect to the Company and/or instrument:


   

March 31,
2014

 

Input

       

Stock Price (simulated)

  $ 0.04  

Strike Price

  $ 0.098  

Expected remaining term (in years)

    1.89  

Stock Volatility

    95

%

Risk-Free Rate

    0.41

%

Dividend Rate

    0

%


2012 Warrants


$0.15 Warrants


A Black-Scholes-Merton option-pricing model, with dilution effects, was also utilized to estimate the fair value of the $0.15 Warrants as of February 22, 2013, March 31, 2013 and December 31, 2013.



Input

 

February 22,

2013

   

March 31,

2013

   

December 31,

2013

 

Stock Price

  $ 0.14     $ 0.17     $ 0.04  

Exercise Price

  $ 0.15     $ 0.098     $ 0.098  

Expected Life (in years)

    4.38       4.26       3.50  

Stock Volatility

    100

%

    100

%

    100

%

Risk-Free Rate

    0.70

%

    0.62

%

    1.02

%

Dividend Rate

    0

%

    0

%

    0

%

Outstanding Shares of Common Stock

    59,576,097       64,389,835       160,664,862  

Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the 2012 Warrants as of March 31, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding warrants. This includes the potential common stock for warrants exchange as contemplated in the proposed transaction, occurring at June 30, 2014, and the potential that the warrants are held for the remainder of their term. This model requires the following key inputs with respect to the Company and/or instrument:


Input  

March 31,
2014

 

Stock Price (simulated)

  $ 0.04  

Strike Price

  $ 0.098  

Expected remaining term (in years)

    3.26  

Stock Volatility

    95

%

Risk-Free Rate

    1.01

%

Dividend Rate

    0

%


Third Tranche Warrants


A Black-Scholes Merton option-pricing model, with dilution effects, was also utilized to estimate the fair value of the Third Tranche Warrants as of January 16, 2013. These warrants were canceled on February 22, 2013. 


Input

 

January 16,

2013

 

Stock Price

  $ 0.15  

Exercise Price

  $ 0.15  

Expected Life (in years)

    5  

Stock Volatility

    110

%

Risk-Free Rate

    0.75

%

Dividend Rate

    0

%

Outstanding Shares of Common Stock

    32,434,430  

February 2013 Warrants


A Monte Carlo simulation model was utilized to estimate the fair value of the February 2013 warrants as of February 22, 2013, March 31, 2013, December 31, 2013 and March 31, 2014. Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the February 2013 Warrants as of March 31, 2014 incorporated the potential impact of the proposed transaction and the effect on the outstanding February 2013 warrants. This includes the potential common stock for warrants exchange as contemplated in the proposed transaction, occurring at June 30, 2014, and the potential that the warrants are held for the remainder of their term. This model requires the following key inputs with respect to the Company and/or instrument:


Input

 

February 22,

2013

   

March 31,

2013

   

December 31,

2013

   

March 31,
2014

 

Stock Price

  $ 0.12     $ 0.16       0.04     $ 0.04  

Exercise Price

  $ 0.20     $ 0.20       0.08     $ 0.08  

Expected Life (in years)

    5       4.90       4.15       3.89  

Stock Volatility

    110

%

    110

%

    100

%

    100

%

Risk-Free Rate

    0.84

%

    0.75

%

    1.34

%

    1.27

%

Number of Steps

    100,000       100,000       100,000       100,000  

Outstanding Shares of Common Stock

    59,576,097       64,389,835       160,664,862       160,664,862  

February 2013 SPA Option


The February 2013 SPA option, upon exercise, allows the investor to purchase one share of common stock and one common stock warrant. The option was valued using multiple valuation models, including a Black-Scholes-Merton option-pricing model, with dilution effects, to estimate the fair value of the option to purchase the common share, and a Monte Carlo simulation to determine the estimated fair value of the warrant that would be issued at the time of exercise. These models were used to estimate the fair value of the option at February 22, 2013 and March 31, 2013.


Input

 

February 22,

2013

   

March 31,

2013

 

Stock Price

  $ 0.14     $ 0.17  

Exercise Price

  $ 0.15     $ 0.15  

Expected Life (in years)

    0.75       0.64  

Stock Volatility

    110

%

    110

%

Risk-Free Rate

    0.15

%

    0.84

%

Dividend Rate

    0

%

    0

%

Outstanding Shares of Common Stock

    73,042,764       77,856,502  

A Monte Carlo simulation model was also utilized to estimate the fair value of the February 2013 SPA Option as of February 22, 2013 and March 31, 2013.


Input

 

February 22,

2013

   

March 31,

2013

 

Stock Price (simulated)

  $ 0.10     $ 0.66  

Exercise Price

  $ 0.20     $ 0.20  

Expected Life (in years)

    5.00       5.0  

Stock Volatility

    110

%

    110

%

Risk-Free Rate

    1.158

%

    1.025

%

Number of Steps

    10,000       10,000  

September 2013 Warrants


A Monte Carlo simulation model was utilized to estimate the fair value of the September 2013 warrants as of December 31, 2013 and March 31, 2014. Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the September 2013 Warrants as of March 31, 2014 incorporated the potential impact of the proposed transaction and the effect on the outstanding September 2013 warrants. This includes the potential common stock for warrants exchange as contemplated in the proposed transaction, occurring at June 30, 2014, and the potential that the warrants are held for the remainder of their term. This model requires the following key inputs with respect to the Company and/or instrument:


Input

 

December 31,

2013

   

March 31,
2014

 

Stock Price

  $ 0.04     $ 0.04  

Exercise Price

  $ 0.08     $ 0.08  

Expected Life (in years)

    4.72       4.47  

Stock Volatility

    100

%

    100

%

Risk-Free Rate

    1.61

%

    1.51

%

Number of Steps

    100,000       100,000  

September 2013 SPA Option


The September 2013 SPA option, upon exercise, allows the investor to purchase one share of common stock and one common stock warrant. The option was valued using multiple valuation models, including a Black-Scholes-Merton option-pricing model, with dilution effects, to estimate the fair value of the option to purchase the common share, and a Monte Carlo simulation to determine the estimated fair value of the warrant that would be issued at the time of exercise. These models were used to estimate the fair value of the option at December 31, 2013 and March 31, 2014.


Input

 

December 31,

2013

   

March 31,
2014

 

Stock Price

  $ 0.04     $ 0.04  

Exercise Price

  $ 0.06     $ 0.06  

Expected Life (in years)

    0.463       0.217  

Stock Volatility

    100

%

    100

%

Risk-Free Rate

    0.10

%

    0.05

%

Dividend Rate

    0

%

    0

%

Outstanding Shares of Common Stock

    160,664,862       160,664,862  

A Monte Carlo simulation model was also utilized to estimate the fair value of the 2013 SPA Option as of December 31, 2013 and March 31, 2014.


Input

 

December 31,

2013

   

March 31,
2014

 

Stock Price (simulated)

  $ 0.04     $ 0.04  

Exercise Price

  $ 0.08     $ 0.08  

Expected Life (in years)

    0.463       0.217  

Stock Volatility

    100 %     100

%

Risk-Free Rate

    0.10 %     0.05

%

Number of Steps

    10,000       10,000  

2011 Convertible Notes


A binomial lattice model was utilized to estimate the fair value of the Convertible Notes as of, February 22, 2013, March 31, 2013 and December 31, 2013. The binomial model considers the key features of the Convertible Notes, as noted above, and is subject to the significant assumptions discussed below. First, a discrete simulation of the Company’s stock price, without effects of dilution due to the conversion feature, was conducted at each node and throughout the expected life of the instrument. Second, a discrete simulation of the Company’s stock price, with effects of dilution due to the conversion feature, was conducted at each node and throughout the expected life of the instrument. Third, based upon the simulated stock price with dilution effect, an analysis of the higher position of a conversion position, redemption position, or holding position (i.e. fair value of the respective future nodes value discounted using the applicable discount rate) was conducted relative to each node until a final fair value of the instrument is conducted at the node representing the measurement date. This model requires the following key inputs with respect to the Company and/or instrument:


Input

 

February 22,

2013

   

March 31, 2013

   

December 31,
2013

 

Stock Price

  $ 0.14     $ 0.17     $ 0.04  

Strike Price

  $ 0.10     $ 0.10     $ 0.06  

Expected remaining term (in years)

    2.35       2.25       1.50  

Stock Volatility

    100

%

    100

%

    95

%

Risk-Free Rate

    0.32

%

    0.28

%

    0.25

%

Dividend Rate

    0

%

    0

%

    0

%

Outstanding Shares of Common Stock

    59,576,097       64,389,835       160,664,862  

Effective discount rate

    13.2

%

    11.6

%

    19.6

%

Probability of forced redemption

    20

%

    20

%

    20

%


Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the 2011 Convertible Notes as of March 31, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (50% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument:


Input  

March 31,
2014

 

Stock Price (simulated)

  $ 0.04  

Strike Price

  $ 0.06  

Expected remaining term (in years)

    1.25  

Stock Volatility

    95

%

Risk-Free Rate

    0.2

%

Dividend Rate

    0

%

Effective discount rate

    23.9

%

Probability of forced redemption or transaction event

    20% - 50

%


2012 Convertible Notes


A binomial lattice model was also utilized to estimate the fair value of the 2012 Convertible Notes as of February 22, 2013, March 31, 2013 and December 31, 2013. This model requires the following key inputs with respect to the Company and/or instrument:


Input

 

February 22,
2013

   

March 31,

2013

   

December 31,

2013

 

Stock Price

  $ 0.14     $ 0.17     $ 0.04  

Exercise Price

  $ 0.10     $ 0.10     $ 0.06  

Expected remaining term (in years)

    2.35       2.25       1.50  

Stock Volatility

    100

%

    100

%

    95

%

Risk-Free Rate

    0.32

%

    0.28

%

    0.26

%

Dividend Rate

    0

%

    0

%

    0

%

Outstanding Shares of Common Stock

    59,576,097       64,389,835       160,664,862  

Effective discount rate

    13.2

%

    13.2

%

    19.6

%

Probability of forced redemption

    20

%

    20

%

    20

%


Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the 2012 Convertible Notes as of March 31, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (50% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument:


Input  

March 31,
2014

 

Stock Price (simulated)

  $ 0.04  

Strike Price

  $ 0.06  

Expected remaining term (in years)

    1.25  

Stock Volatility

    95

%

Risk-Free Rate

    0.2

%

Dividend Rate

    0

%

Effective discount rate

    32.5

%

Probability of forced redemption or transaction event

    20% - 50

%


Third Tranche Convertible Notes


A binomial lattice model was also utilized to estimate the fair value of the Tranche Three Convertible Notes as of January 16, 2013, February 22, 2013, March 31, 2013 and December 31, 2013. This model requires the following key inputs with respect to the Company and/or instrument:


Input

 

January 16,

2013

   

February 22,

2013

   

March 31,

2013

   

December 31,

2013

 

Stock Price

  $ 0.15     $ 0.14     $ 0.17     $ 0.04  

Exercise Price

  $ 0.10     $ 0.10     $ 0.10     $ 0.06  

Expected remaining term (in years)

    3       2.90       2.80       2.04  

Stock Volatility

    100

%

    100

%

    100

%

    95

%

Risk-Free Rate

    0.36

%

    0.39

%

    0.34

%

    0.40

%

Dividend Rate

    0

%

    0

%

    0

%

    0

%

Outstanding Shares of Common Stock

    32,434,430       59,576,097       64,389,835       160,664,862  

Effective discount rate

    13.2

%

    13.2

%

    13.2

%

    21.3

%

Probability of forced redemption

    20

%

    20

%

    20

%

    20

%


Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the Tranche Three Convertible Notes as of March 31, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (50% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument: 


   

March 31,
2014

 

Input

       

Stock Price (simulated)

  $ 0.04  

Strike Price

  $ 0.06  

Expected remaining term (in years)

    1.25  

Stock Volatility

    95

%

Risk-Free Rate

    0.4

%

Dividend Rate

    0

%

Effective discount rate

    32.5

%

Probability of forced redemption or transaction event

    20% - 50

%


The following are significant assumptions utilized in developing the inputs:


 

The Company’s common stock shares are traded on the OTC Bulletin Board and, accordingly, the stock price input is based upon bid prices as of the valuation dates due to the extremely thin trading volume, broker-driven market (vs. exchange market) and the wide bid/ask spread as of the valuation date;


 

The expected future stock prices of the Company’s stock were modeled to include the effect of dilution upon conversion of the instruments to shares of common stock;


 

Stock volatility was estimated by considering (i) the annualized monthly volatility of the Company’s stock price during the historical period preceding the respective valuation dates and measured over a period corresponding to the remaining life of the instruments (monthly data set is more relevant given the extremely thin trading volume of the Company’s common stock) and (ii) the annualized daily volatility of comparable companies’ stock price during the historical period preceding the respective valuation dates and measured over a period corresponding to the remaining life of the instrument. Historic prices of the Company and comparable companies’ common stock were used to estimate volatility as the Company did not have traded options as of the valuation dates;


 

Based upon the Company’s historical operations and management’s expectations for the foreseeable future, the Company’s stock was assumed to be a non-dividend-paying stock;


 

The risk-free interest rate is based on the U.S. Treasury Yield curve in effect as of the valuation date for the expected term;


 

With respect to the 2011 Convertible Notes, 2012 Convertible Notes and Third Tranche Convertible Notes, the Company is expected to pay all accrued interest due to the Holders on each Interest Payment Date;


 

With respect to the 2011 Convertible Notes, 2012 Convertible Notes and Third Tranche Convertible Notes, based upon management’s expectations for a change of control or fundamental transaction to occur prior to the maturity date of the 2011 Convertible Notes, 2012 Convertible Notes and Third Tranche Convertible Notes, a low probability of a forced redemption;


 

Upon a change of control redemption, the change of control redemption amount shall equal to the sum of:


 

I.

the greater of:


 

(i)

the outstanding amount of the debt divided by the Conversion Price on the date of the mandatory default amount is either (A) demanded or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP of the date of the mandatory default amount is either (x) demanded or otherwise due or (y) paid in full, whichever has higher VWAP, plus all accrued and unpaid interest, or


 

(ii)

130% of the outstanding principal amount of the debt, plus 100% of accrued and unpaid interest, and


 

II.

all other amounts, costs, expenses and liquidated damages due under the various agreements covering issuance of the debt.


Additionally, it is assumed that no amounts are due pursuant to clause (II) above in any period and that the stock price at each respective node represents a reasonable approximation of the VWAP requirements.


 

Based on the potential impact of the proposed merger transaction (see Note 13), the valuations of the 2011 Convertible Notes, 2012 Convertible Notes and Third Tranche Convertible Notes were modified for the March 31, 2014 valuation date to reflect a 50% probability of the proposed merger transaction occurring during 2014. During the period of time where the transaction was expected to be completed, the 50% probability of occurrence was applied. During this period, the expectation of forced redemption as described above was replaced with the expectation that 95% of the convertible notes would be extinguished and 5% of the convertible notes would be converted, as contemplated in the proposed transaction. During all other periods, the probability of forced redemption and contractual impact of forced redemption as described above was utilized.

     
  Based on the potential impact of the proposed merger transaction (see Note 13), the valuations of the 2011 Warrants, 2012 Warrants, February 2013 Warrants and September 2013 warrants were modified for the March 31, 2014 valuation date to reflect the potential execution of the a warrant exchange, whereby the holders of the above referenced warrants would receive two-thirds (2/3) of a common share for every outstanding warrants share. The potential of the transaction occurring was assigned a 50% probability. In the other 50% of potential outcomes, the valuation model contemplates the investor holding the warrant until its expiration.

The changes in fair value between reporting periods are related to the changes in the price of the Company’s common stock as of the measurement dates, the volatility of the Company’s common stock during the remaining term of the instrument, changes in the conversion price and effective discount rate.