Quarterly report pursuant to Section 13 or 15(d)

Financial Instruments Fair Value Measurements

v3.23.1
Financial Instruments Fair Value Measurements
3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Financial Instruments Fair Value Measurements

Note 10 — Financial Instruments Fair Value Measurements

 

Recurring Fair Value Measurements

 

The fair value hierarchy table for the reporting date noted is as follows:

  

   

Fair Value Measurement on a Recurring

Basis at Reporting Date Using1

 
    Level-1 Inputs     Level-2 Inputs     Level-3 Inputs     Total  
March 31, 2023                                
March 2023 Senior Convertible Note   $     $     $ 11,900     $ 11,900  
Totals   $     $     $ 11,900     $ 11,900  

 

1 There were no transfers between the respective Levels during the period ended March 31, 2023.

 

As discussed in Note 11, Debt, the Company issued a Senior Secured Convertible Note dated March 21, 2023 with a $11.1 million face value principal (“March 2023 Senior Convertible Note”.) The convertible note is accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

 

The estimated fair value of the financial instruments classified within the Level 3 category was determined using both observable inputs and unobservable inputs. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs.

 

The estimated fair value of the March 2023 Senior Convertible Note as of each of March 21, 2023 and March 31, 2023 were computed using a Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using the following assumptions:

  

   

March 2023 Senior

Convertible Note:

March 21, 2023

   

March 2023 Senior

Convertible Note:

March 31, 2023

 
Fair Value   $ 11,900     $ 11,900  
Face value principal payable   $ 11,111     $ 11,111  
Required rate of return     11.00 %     11.00 %
Conversion Price   $ 5.00     $ 5.00  
Value of common stock   $ 1.54     $ 1.40  
Expected term (years)     2.00       1.98  
Volatility     75.00 %     75.00 %
Risk free rate     4.09 %     3.99 %
Dividend yield     %     %

 

The estimated fair values reported utilized the Company’s common stock price along with certain Level 3 inputs (as discussed in the table above), in the development of Monte Carlo simulation models, discounted cash flow analyses, and /or Black-Scholes valuation models. The estimated fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s common stock price, the Company’s dividend yield, the risk-free rates based on U.S. Treasury security yields, and certain other Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price. Changes in these assumptions can materially affect the estimated fair values.