Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2023

The Company measures and discloses fair value measurements as required by FASB ASC Topic No. 820, Fair Value Measurements and Disclosures.

Fair value is an exit price, representing the amount that would be received upon the sale of an asset or the amount that would be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the FASB establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

•Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2 – Include other inputs that are directly or indirectly observable in the marketplace.

•Level 3 – Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following table presents information about the financial liabilities that are measured at fair value on a recurring basis at September 30, 2023 and 2022 (unaudited, in thousands):


Level 3	September 30, 2023		September 30, 2022


Notes and Warrants Offering Derivative	$	46	$	2,173
Warrants	742		2,462
Additional Warrants	536		1,486
Total	$	1,324	$	6,121

The following table presents the changes in the fair value (unaudited, except for December 31, 2022, in thousands):


	Notes and Warrants Offering Derivative		Warrants		Additional Warrants		Total









Measurement at June 30, 2023	$	217	$	722	$	472	$	1,411
Change in fair value	(157)		20		64		(73)
Derecognition of debt	(14)		—		—		(14)
Measurement at September 30, 2023	$	46	$	742	$	536	$	1,324


	Notes and Warrants Offering Derivative		Warrants		Additional Warrants		Total



Measurement at December 31, 2022	$	1,575	$	2,052	$	1,265	$	4,892
Change in fair value	$	(1,448)	$	(1,310)	$	(729)	$	(3,487)
Derecognition of debt	$	(81)	$	—	$	—	$	(81)
Measurement at September 30, 2023	$	46	$	742	$	536	$	1,324

- 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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