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FAIR VALUE
 9 Months Ended
Sep. 30, 2015
Fair Value Disclosures [Abstract]  
FAIR VALUE
3. FAIR VALUE

 

Fair Value Measurements

 

As defined in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

 

• Level 1:   Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

 

• Level 2:   Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

• Level 3:   Unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

 

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in its measurement of fair value.

 

The fair value of the Company’s financial assets and liabilities that are measured on a recurring basis were determined using the following inputs as of December 31, 2014 (in $000s):

 

    Level 1     Level 2     Level 3     Total  
ASSETS                                
Cash equivalents   $ 18,319     $ —     $ —     $ 18,319  
Financial instrument associated with stock purchase agreement     —       51       —       51  
Total assets   $ 18,319     $ 51     $ —     $ 18,370  

 

The fair value of the Company’s financial assets and liabilities that are measured on a recurring basis were determined using the following inputs as of September 30, 2015 (in $000s):

 

    Level 1     Level 2     Level 3     Total  
ASSETS                                
Cash equivalents   $ 11,949     $ —     $ —     $ 11,949  
Total assets   $ 11,949     $ —     $ —     $ 11,949  

 

Financial Instrument Associated with Stock Purchase Agreement

 

On November 14, 2013, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC (“Aspire”) (the “Purchase Agreement”) under which Aspire purchased 511,509 shares of common stock for an aggregate purchase price of  $2.0 million and committed to purchase up to an additional 3,042,038 shares from time to time as directed by the Company over the next two years at prices derived from the market prices on or near the date of each sale (see Note 8 — Stockholders’ Equity).

 

The Company has accounted for the right to sell additional shares under the Purchase Agreement based on the guidance of ASC 815 “Derivative Financial Instruments” (“ASC 815”), which requires the instrument to be measured at fair value with changes in fair value reported in earnings each reporting period until the agreement is exhausted or expired. The primary inputs used to determine fair value are the price of the Company’s common stock, the remaining term, and aggregate share purchases on the measurement date. The instrument had a fair value of approximately $51,000 as of December 31, 2014.

 

On July 8, 2015, the Company sold all remaining 314,424 shares of common stock that were subject to its agreement with Aspire and the Aspire Agreement has automatically terminated by its terms. As a result, the Purchase Agreement had no value as of September 30, 2015. The decrease of approximately $27,000 in the fair value of the Purchase Agreement during the three months and nine months ended September 30, 2015, respectively, was recognized as a loss in the consolidated statements of operations.