FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2014

NOTE 4 – FAIR VALUE MEASUREMENTS

We measure certain financial assets and liabilities at fair value on a recurring basis in the financial statements. The fair value hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires financial assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

Level 1 – quoted prices in active markets for identical assets and liabilities;

Level 2 – inputs other than Level 1 quoted prices that are directly or indirectly observable; and

Level 3 – unobservable inputs that are not corroborated by market data.

As of December 31, 2014 and 2013, the fair values of cash and cash equivalents, restricted cash, and notes and interest payable, current portion approximate their carrying value.

At the time of our merger (we were then known as Manhattan Pharmaceuticals, Inc. (“Manhattan”)) with Ariston Pharmaceuticals, Inc. (“Ariston”) in March 2010, Ariston issued $15,452,793 of five-year 5% notes payable (the “5% Notes”) in satisfaction of several note payable issuances. The 5% Notes and accrued and unpaid interest thereon are convertible at the option of the holder into common stock at the conversion price of $1,125 per share. Ariston agreed to make quarterly payments on the 5% Notes equal to 50% of the net product cash flow received from the exploitation or commercialization of Ariston’s product candidates, AST-726 and AST-915. We have no obligations under the 5% Notes aside from a) 50% of the net product cash flows from Ariston’s product candidates, if any, payable to noteholders; and b) the conversion feature, discussed above.

In connection with the exchange transaction with TG Biologics (“TGBio”) in December 2011, we performed a valuation of the assets and liabilities of Manhattan immediately prior to the transaction. The cumulative liability including accrued and unpaid interest of these notes was approximately $16,876,000 immediately prior to the transaction, and $19,544,720 and $18,614,000 at December 31, 2014 and 2013, respectively. As these notes payable are tied directly to net product cash flows derived from the preexisting products of Ariston, this note and accrued interest was recorded at fair value of $3,287,700 as of the date of the transaction. No payments have been made on these notes as of December 31, 2014.

We elected the fair value option for valuing the 5% Notes upon the transaction with TGBio. We elected the fair value option in order to reflect in our financial statements the assumptions that market participants use in evaluating these financial instruments.

As of December 31, 2013, as a result of expiring intellectual property rights and other factors as discussed below in Nonrecurring Fair Value Measurements, it was determined that net product cash flows from AST-726 were unlikely. As we have no other obligations under the 5% Notes aside from the net product cash flows and the conversion feature, the conversion feature was used to estimate the 5% Notes’ fair value as of December 31, 2014 and 2013. The assumptions, assessments and projections of future revenues are subject to uncertainties, are difficult to predict and require significant judgment. The use of different assumptions, applying different judgment to inherently subjective matters and changes in future market conditions could result in significantly different estimates of fair value and the differences could be material to our consolidated financial statements.

The following tables provide the fair value measurements of applicable financial liabilities as of December 31, 2014 and 2013:

	Financial liabilities at fair value
	as of December 31, 2014
	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	275,190	$	275,190
Totals	$	—	$	—	$	275,190	$	275,190

	Financial liabilities at fair value
	as of December 31, 2013
	Level 1		Level 2		Level 3		Total

5% Notes	$	—	$	—	$	64,529	$	64,529
Totals	$	—	$	—	$	64,529	$	64,529

The Level 3 amounts above represent the fair value of the 5% Notes and related accrued interest.

The following table summarizes the changes in Level 3 instruments for the years ended December 31, 2013 and 2014:

Balance at January 1, 2013	$	2,479,098
Interest accrued on face value of 5% Notes		886,382
Change in fair value of Level 3 liabilities		(3,300,951)
Balance at December 31, 2013		64,529
Interest accrued on face value of 5% Notes		930,701
Change in fair value of Level 3 liabilities		(720,040)
Balance at December 31, 2014	$	275,190

The change in the fair value of the Level 3 liabilities is reported in other (income) expense in the accompanying consolidated statements of operations.

Nonrecurring Fair Value Measurements

There were no nonrecurring fair value measurements during the year ended December 31, 2014. The following table summarizes the assets measured at fair value on a nonrecurring basis as of December 31, 2013:

	Fair value measurements
	as of December 31, 2013
							Total impairment charge
							for the year ended
	Level 1		Level 2		Level 3		December 31, 2013
Assets:
In-process research and development	$	—	$	—	$	—	$	(2,797,600)
Total	$	—	$	—	$	—	$	(2,797,600)

As of December 31, 2013, as a result of expiring intellectual property rights, uncertain regulatory pathways, and market changes affecting the commercial potential for the Ariston in-process research and development asset (AST-726), we determined that the asset's carrying value was no longer recoverable. Accordingly, during the year ended December 31, 2013, we recorded a non-cash impairment charge of $2,797,600, which was recorded as impairment of in-process research and development in our consolidated statements of operations. The fair value of this asset was determined to be zero primarily as a result of the expiring intellectual property rights surrounding the asset. This fair value measurement technique is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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