Quarterly report pursuant to Section 13 or 15(d)

Derivative Liability

v3.5.0.2
Derivative Liability
 9 Months Ended
Sep. 30, 2016
Derivative Liability [Abstract]  
Derivative Liability

Note 6 - Derivative Liability

 

In June 2015, we granted warrants to purchase 959,924 shares of the Company’s common stock through a private offering of units (“Units”). Each Unit included one share of Common Stock, par value $0.0001 per share, and a three-year Warrant to purchase one share of Common Stock at an initial exercise price per share equal to $0.75, subject to adjustment for certain corporate transactions such as a merger, stock-split or stock dividend. The initial exercise price of the Warrant of $0.75 per share shall be reduced to $0.55 per share if a registration statement is not filed within 60 days after the date of issue or not declared effective within 270 days after the date of issue, and, if the Company does not continue to be a reporting company under the Securities Exchange Act of 1934 during the two-year period after closing, the exercise price will be reduced to $0.01 per share. The exercise price of the Warrant of $0.55 per share has been triggered. Each Unit includes limited registration rights for the investors for the shares of Common Stock and the shares of Common Stock that would be issued upon the exercise of a Warrant ("Underlying Shares") when and if we register our shares of Common Stock in a different offering, subject to certain excluded registered offerings. The Company has also issued to the placement agent warrants to purchase our shares of Common Stock equal to 10% of the total shares sold in the offering, or 95,992 shares.

 

Because these warrants have full reset adjustments that would preclude the instrument from being considered as index to the Company’s stock, it is subject to derivative liability treatment under ASC 815-40-15, which requires as of the date the warrants are issued, the derivative liability to be measured at fair value and re-evaluated at the end of each reporting period.

 

Key assumptions used to determine the fair value of the warrants follows:

 

    At Issuance     September 30,
2016		     December 31,
2015		  
Market value of stock on measurement date   $ 0.55     $ 0.25     $ 0.25  
Risk-free interest rate     1.12 %     0.77 %     1.31 %
Dividend yield     0 %     0 %     0 %
Volatility factor     55 %     69.1 %     61.0 %
Term     3 years       1.75 years       2.5 years  

 

As of September 30, 2016 and December 31, 2015, the fair value of the total warrants' derivative liability is $22,310 and $27,266, respectively, and recorded in other accrued expenses in the Condensed Consolidated Balance Sheets. We recognized a gain on the derivative liability of $2,133 and $126,575 for the three months ended September 30, 2016 and 2015, respectively, and $4,956 and $126,575 for the nine months ended September 30, 2016 and 2015, respectively, which is recorded in other income, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

 

The following table summarizes the derivative liability included in other accrued expenses in the Condensed Consolidated Balance Sheets:

 

Balance at December 31, 2015   $ 27,266  
Gain on change of fair value     (4,956 )
Balance at September 30, 2016   $ 22,310  

 

The following table summarizes information about warrants outstanding as of September 30, 2016:

 

Total # of warrants issued and outstanding     1,055,916  
Weighted-average exercise price   $ 0.55  
Remaining life (in years)     1.75