Annual report pursuant to Section 13 and 15(d)

Warrants

v3.22.1
Warrants
12 Months Ended
Dec. 31, 2021
Warrants  
Warrants

8. Warrants

 

The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the years ended December 31, 2021 and 2020 (table in thousands):

    Warrants Accounted for as:
Equity
    Warrants
Accounted for as:
Liabilities
       
    May 2018
Warrants
    October 2013
Warrants
    January 2014
Warrants
    Total  
Outstanding, December 31, 2019     84       26       133       243  
Exercised     -       -       -       -  
Granted     -       -       -       -  
Expired     -       -       -       -  
Outstanding, December 31, 2020     84       26       133       243  
Exercised     -       -       -       -  
Granted     -       -       -       -  
Expired     -       -       -       -  
Outstanding, December 31, 2021     84       26       133       243  
Expiration date     Oct 27, 2022       Oct 24, 2023       Jan 16, 2024          

 

Warrants consist of equity-classified warrants and warrants with the potential to be settled in cash, which are liability-classified warrants. As of December 31, 2021, and 2020, 159,000 warrants are accounted for as liabilities and 84,000 warrants are accounted for as equity.

 

Warrants Classified as Equity

 

Equity-classified warrants consist of stand-alone warrants with rights to buy shares of the Company at a pre-designated price on or before the date of expiration, irrespective of the market price. These purchase warrants are not attached to any debt or equity instruments, thus considered freestanding, and there are no circumstances under ASC 815 that require the warrants to be classified as liabilities or as derivatives. Thus, our May 2018 warrants are classified as equity, and their value are carried in the additional paid-in capital account in the stockholders’ equity section of the balance sheet.

 

 

These warrants were granted to the underwriters and investment brokers for services provided related to the Company’s May 2018 equity financing, and collectively grant the right to buy 84,211 shares of our stock at $2.09 per share for up to four years until expiration from the commencement date of October 27, 2018.

 

Warrants Classified as Liabilities

 

Liability-classified warrants consist of warrants issued by Biozone in connection with equity financings in October 2013 and January 2014, which were assumed by the Company in connection with its merger with Biozone in January 2014. Warrants accounted for as liabilities have the potential to be settled in cash or are not indexed to the Company’s own stock.

 

The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the consolidated statement of operations as changes in fair value of derivative liabilities. The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2021:

    October 2013
Warrants
    January 2014
Warrants
 
             
Strike price   $ 15.00     $ 15.00  
Expected dividend yield     0.00 %     0.00 %
Expected term (years)     1.8       2.0  
Cumulative volatility     129.65 %     128.17 %
Risk-free rate     0.06 %     0.08 %
Fair value (in thousands)   $ 2     $ 10  

 

The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2020:

 

    October 2013
Warrants
    January 2014
Warrants
 
             
Strike price   $ 15.00     $ 15.00  
Expected dividend yield     0.00 %     0.00 %
Expected term (years)     2.8       3.0  
Cumulative volatility     119.18 %     116.65 %
Risk-free rate     0.16 %     0.18 %
Fair value (in thousands)   $ 9     $ 52  

 

The Company estimates volatility using its own historical stock price volatility based upon the range of periods consistent with the expected life of the warrants. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero coupon rates in effect at the balance sheet date. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends.