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Warrants
6 Months Ended
Jun. 30, 2022
Warrants [Abstract]  
Warrants Note 9  Warrants

The Company accounts for common stock warrants pursuant to applicable accounting guidance contained in ASC 815, "Derivatives and Hedging - Contracts in Entity's Own Equity" and makes a determination as to their treatment as either equity instruments or a warrant liability based on an analysis of the underlying warrant agreements.

The following table sets forth the Company’s outstanding common stock warrants as of June 30, 2022:

 

Issued

Outstanding

Exercise Price

Expiration

2017 Warrant Issuance (1)

100,000

100,000

2.25

Sep 2022

2018 Warrant Issuance (2)

4,004,329

2,909,374

1.55

Jan 2023

2019 Warrant Issuance (3)

6,000,000

3,000,000

0.78

Oct 2024

6,009,374

(1)Issued in conjunction with an unsecured line of credit.

(2)Warrant is subject to liability accounting.

(3)Private Placement unregistered warrants exercisable six months following issuance.

Equity classified warrants

The 2019 warrants share similar terms, and the exercise price of the Warrant Shares are subject to adjustment in the event of any stock dividends and splits, reverse stock splits, stock dividends, recapitalizations, reorganizations or similar transactions. The Warrants will be exercisable on a “cashless” basis in certain circumstances, including in the event a registration statement is not in effect at time of exercise. The warrant agreements contain a clause specifying that in the event there is no effective registration in effect for the underlying warrant shares to be issued at time of exercise, in no circumstance will the Company be required to net cash settle the warrants.

Based on the Company’s analysis of the terms and conditions of the warrants, the Company has concluded that they meet the conditions outlined in applicable accounting guidance to be classified as equity instruments. As a result, the Company has accounted for the exercise price paid by investors for purchase of the pre-funded warrants as additional paid in capital on the accompanying Condensed Consolidated Balance Sheets.

Liability classified warrants

The 2018 warrants have alternative settlement provisions that, at the option of the holder, provide for physical settlement or if, at the time of settlement there is no effective registration statement, a cashless exercise as defined in the warrant agreement.

Based on analysis of the underlying warrant agreement and applicable accounting guidance, the Company concluded that these registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement. Accordingly, these warrants were classified in the accompanying Condensed Consolidated Balance Sheets as a current liability upon issuance and will be revalued at each subsequent balance sheet date.

The fair value of the liability for common stock purchase warrants is estimated using the Black Scholes option pricing model based on the market value of the underlying common stock at the measurement date, the contractual term of the warrant, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.

Based on the Black Scholes method the fair value of the Company’s warrants are as follows (in thousands):

 

June 30,

December 31,

2022

2021

2018 January and February Issuance

Fair Value

$

2

$

1,355

2017 May Issuance (1)

Fair Value

19

$

2

$

1,374

(1)Warrants from the 2017 May Issuance expired on May 24, 2022.

Three Months Ended

Six Months Ended

June 30,

June 30,

2022

2021

2022

2021

Change in Fair Value of common stock warrant liability (1)

$

226

$

2,642

$

1,372

(4,566)

(1)The combined changes in fair value are reflected as income (loss) from change in the fair market value of common stock warrant liability.

 

During the three and six months ended June 30, 2022, there were no warrant exercises. During the three months ended June 30, 2021, the Company received $0.6 million in payment of the exercise price for warrants to purchase 324,413 shares of common stock. During the six months ended June 30, 2021, the Company received $5.7 million in payment of the exercise price for warrants to purchase 3,343,660 shares of common stock.