Annual report pursuant to Section 13 and 15(d)

Derivative Liabilities

v3.22.4
Derivative Liabilities
12 Months Ended
Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liabilities Derivative Liabilities
Fair Value of Warrants

The Company utilized the Monte Carlo simulation model to calculate the fair value of the Powerscourt Warrant and Wilmington Warrant (collectively, the "Warrant Agreements"). Significant observable and unobservable inputs include stock price, conversion price, risk-free rate, term, likelihood of an event of contractual conversion and expected volatility. The Monte Carlo simulation is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. The Warrant Agreements contain terms and features that give rise to derivative liability classification. In determining the initial fair value of the Wilmington Warrant, the Company used the following inputs in its Monte Carlo model; exercise price of each of the three tranches described in the table below, Common Stock price $3.75, contractual term to maturity 5.0 years, expected Common Stock volatility 54.72% and risk-free interest rate 0.91%.

Warrants to purchase shares of common stock outstanding at December 31, 2022 and 2021 are as follows:

Warrant Name Warrants Exercise Price Expiration Date
Powerscort Warrant 496,415 $3.120 12/22/2023
Wilmington Warrant Tranche A 510,204 $3.430 3/12/2026
Wilmington Warrant Tranche B 424,242 $4.125 3/12/2026
Wilmington Warrant Tranche C 127,273 $6.875 3/12/2026

In measuring the warrant liability, the Company used the following inputs in its Monte Carlo Model:
For the Years Ended December 31,
2022 2021
Common Stock price $1.40 $1.94
Weighted average contractual term to maturity 2.5 years 3.5 years
Range of expected market volatility %
66.00% - 72.88%
70.12% - 81.00%
Range of risk-free interest rate
4.14% - 4.68%
0.72% - 1.16%

Fair Value of Conversion Features Related to Convertible Notes

The Company identified certain embedded derivatives related to the conversion features of the Convertible Notes. In accordance with ASC 815-40, Derivatives and Hedging Activities, the embedded conversion options contained within the Convertible Notes were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through each reporting date. The Company utilized a multinomial lattice model to calculate the fair value of the embedded derivatives. Significant observable and unobservable inputs include, conversion price, stock price, dividend rate, expected volatility, risk-
free rate and term. The multinomial lattice model is a Level 3 valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. In determining the initial fair value of the embedded derivatives, the Company used the following inputs in its multinomial lattice model; initial conversion price within the Convertible Notes was $6.25, Common Stock price of $2.94, dividend rate of 0%, expected Common Stock volatility 50.00%, risk-free interest rate 1.53% and contractual term to maturity was 10.3 years.

In measuring the embedded derivative liability, the Company used the following inputs in its multinomial lattice model:

December 31, 2022 December 31, 2021
Conversion price $6.25 $6.25
Common Stock price $1.40 $1.94
Contractual term to maturity 9.0 years 10.1 years
Expected market volatility % 205.00% 80.00%
Risk-free interest rate 3.87% 1.51%
Traded WHLRL price % of par 120.50% 113.96%

The following table sets forth a summary of the changes in fair value of the Company's derivative liabilities, which include both the warrant liabilities and embedded derivative liability (in thousands):

Year Ended December 31, 2022 Year Ended December 31, 2021
Balance at the beginning of period $ 4,776  $ 594 
Issuance of Wilmington Warrant —  2,018 
Issuance of embedded derivative —  5,932 
Changes in fair value 2,335  (3,768)
Balance at ending of period $ 7,111  $ 4,776