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Note 4 - Fair Value Measurements | 12 Months Ended
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Dec. 31, 2021
Notes to Financial Statements |
Fair Value Disclosures [Text Block] | NOTE 4. FAIR VALUE MEASUREMENTS The Company follows ASC 820, Fair Value Measurements and Disclosures, with respect to assets and liabilities that are measured at fair value on a recurring basis and nonrecurring basis. Under this standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The types of investments that are generally classified within Level 1 of the fair value hierarchy include money market securities and certificates of deposit. As of December 31, 2021, the 2021 Warrants are classified within Level 3 of the fair value hierarchy as liabilities (see Note 13, “Warrant Liability” and Note 14, “Stockholders’ Equity”). As of December 31, 2020, there were no warrants outstanding that were classified as liabilities. The Company’s outstanding warrants on December 31, 2020 consisted of the 2019 Domestic Warrants, 2019 Foreign Warrants and the 2019 Ladenburg Warrants, all of which were classified as equity. The 2019 Domestic Warrants and the 2019 Foreign Warrants were amended and exercised in July 2020 (see Note 14, “Stockholders’ Equity”), resulting in a decrease of $9.1 million in warrant liability. The 2019 Ladenburg Warrants were also amended in July 2020 (see Note 14, “Stockholders’ Equity”), resulting in a decrease of $0.2 million in warrant liability. The embedded derivative liability related to the Convertible Note (as defined below) was fully settled in September 2020. See Note 12, “Convertible Note” for further discussion of the settlement of the Convertible Note and embedded derivative liability during the third quarter of 2020. The following table presents the Company's assets measured at fair value on a recurring basis as of December 31, 2021 (in thousands):
|  |  |  |  |  | Fair Value Measurements Using |
|  | Balance at |  |  | Quoted Prices in |  |  | Significant |  |  | Significant |
|  | December 31, |  |  | Active Markets |  |  | Other |  |  | Unobservable |
|  | 2021 |  |  | for Identical |  |  | Observable |  |  | Inputs |
|  |  |  |  |  | Items |  |  | Inputs |  |  | (Level 3) |
|  |  |  |  |  | (Level 1) |  |  | (Level 2) |  |  |  |  |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Restricted cash held as a certificate of deposit |  | $ | 324 |  |  | $ | 324 |  |  | $ | — |  |  | $ | — |
Deposit held as a certificate of deposit |  |  | 151 |  |  |  | 151 |  |  |  | — |  |  |  | — |
Total assets |  | $ | 475 |  |  | $ | 475 |  |  | $ | — |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Warrant liability |  | $ | 9,558 |  |  |  | — |  |  |  | — |  |  | $ | 9,558 |
Contingent earnout liability |  |  | 561 |  |  |  | — |  |  |  | — |  |  |  | 561 |
Total liabilities |  | $ | 10,119 |  |  | $ | — |  |  | $ | — |  |  | $ | 10,119 |
The following table presents the Company's assets measured at fair value on a recurring basis as of December 31, 2020 (in thousands):
|  |  |  |  |  | Fair Value Measurements Using |
|  | Balance at |  |  | Quoted Prices in |  |  | Significant |  |  | Significant |
|  | December 31, |  |  | Active Markets |  |  | Other |  |  | Unobservable |
|  | 2020 |  |  | for Identical |  |  | Observable |  |  | Inputs |
|  |  |  |  |  | Items |  |  | Inputs |  |  | (Level 3) |
|  |  |  |  |  | (Level 1) |  |  | (Level 2) |  |  |  |  |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Restricted cash held as a certificate of deposit |  | $ | 324 |  |  | $ | 324 |  |  | $ | — |  |  | $ | — |
Deposit held as a certificate of deposit |  |  | 151 |  |  |  | 151 |  |  |  | — |  |  |  | — |
Total assets |  | $ | 475 |  |  | $ | 475 |  |  | $ | — |  |  | $ | — |
There were no liabilities measured at fair value on a recurring basis as of December 31, 2020. The following is a reconciliation of the beginning and ending balances for the liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2021 (in thousands):
Fair value of warrant liability at December 31, 2020 |  | $ | — |
Fair value of 2021 Warrants issued |  |  | 14,172 |
Decrease in fair value of 2021 Warrants |  |  | (4,614 | )
Fair value of warrant liability at December 31, 2021 |  | $ | 9,558 |
The following is a reconciliation of the beginning and ending balances for the liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2020 (in thousands):
Fair value of warrant liability and embedded derivative liability at December 31, 2019 |  | $ | 4,092 |
Increase in fair value of warrant liability |  |  | 5,238 |
Decrease in fair value of embedded derivative liability |  |  | (2 | )
Decrease in fair value related to warrants expired |  |  | (22 | )
Fair value of warrant liability transferred to equity upon exercise |  |  | (9,108 | )
Fair value of 2019 Ladenburg Warrant liability transferred to equity upon warrant modification |  |  | (197 | )
Elimination of embedded derivative liability upon settlement of convertible note |  |  | (1 | )
Fair value of warrant liability and embedded derivative liability at December 31, 2020 |  | $ | — |

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + Details
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