Derivative Obligations

Series A Warrants

Series A warrants to purchase

404,412

common shares were issued and vested during the year ended

June 30, 2016.

At the time of issuance, the Company determined that as such warrants can be settled for cash at the holders’ option in a future fundamental transaction and constituted a derivative liability. The Company has estimated the fair value of the derivative liability, using a Binomial Lattice Valuation Model with the following assumptions:

	Series A
	June 30, 2018			December 31, 2017
Market price of common stock	$	0.42		$	3.00
Expected volatility		111.2	%		107	%
Contractual term (years)		2.7			3.2
Discount rate		2.60	%		1.99	%
Dividend rate		0	%		0	%
Exercise price	$	8.00		$	8.00

Expected volatilities are based on the historical volatility of the Company’s common stock. Contractual term is based on remaining term of the respective warrants. The discount rate represents the yield on U.S. Treasury bonds with a maturity equal to the contractual term.

The Company recorded a gain of

$308,000

and

$567,000

for the

three

and

six

months ended

June 30, 2018,

and

$44,000

and

$113,000

during the

three

and

six

months ended

June 30, 2017,

respectively, representing the net change in the fair value of the derivative liability, in the accompanying condensed consolidated statements of operations and comprehensive loss.

The following table represents the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis as of

June 30, 2018

and

December 31, 2017:

	Derivative Obligation
	June 30, 2018		December 31, 2017
Balance	$	30,000	$	597,000
Level 1	$	-	$	-
Level 2	$	-	$	-
Level 3	$	30,000	$	597,000

The following table reflects the change in fair value of the Company’s derivative liabilities for the

six

months ended

June 30, 2018:

	Amount
Balance – December 31, 2017	$	597,000
Change in fair value of derivative obligation		(567,000	)
Balance – June 30, 2018	$	30,000