|12 Months Ended|
Dec. 31, 2017
|Derivative Liability [Abstract]|
Note 13—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 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. 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 an 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:
As of December 31, 2017 and 2016, the fair value of the total warrants’ derivative liability was $24,233 and $108,809, respectively, and recorded in other accrued expenses in the Consolidated Balance Sheets. We recognized a gain on change of fair value of the derivative liability of $84,576 and a loss on change of fair value of the derivative liability of $81,543 for the years ended December 31, 2017 and 2016, respectively, which is recorded in Other income, net in the Consolidated Statements of Operations and Comprehensive Income.
The following table summarizes the derivative liability included in the consolidated balance sheet:
The following table summarizes information about warrants outstanding as of December 31, 2017:
The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.
Reference 1: http://www.xbrl.org/2003/role/presentationRef