XML 22 R11.htm IDEA: XBRL DOCUMENT

FAIR VALUE MEASUREMENT

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

NOTE 4. FAIR VALUE MEASUREMENT

In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business.

ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

●	Level 1 — Quoted prices in active markets for identical assets and liabilities


●	Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities)

●	Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value)

The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020:

		June 30, 2021
		Level 1				Level 2				Level 3				Total
Liabilities:
Warrant derivative liabilities		$	—			$	—			$	29,527,224			$	29,527,224
Contingent consideration promissory note			—				—				350,000				350,000
		$	—			$	—			$	29,877,224			$	29,877,224

December 31, 2020

Level 1

Level 2

Level 3

Total

Liabilities:

Warrant derivative liabilities

—

—

—

—

Contingent consideration promissory note

—

—

—

—

$

—

$

—

$

—

$

—

The following table represents the change in Level 3 tier value measurements for the six months ended June 30, 2021:

		Contingent Consideration Promissory Note				Warrant Derivative Liabilities

Balance, December 31, 2020		$	—			$	—

Issuance of detachable warrants in the January 14, 2021 Offering			—				21,922,158

Issuance of detachable warrants in the February 1, 2021 Offering			—				27,476,352

Issuance of detachable pre-funded warrants in the January 14, 2021 Offering			—				378,615

Issuance of detachable pre-funded warrants in the February 1, 2021 Offering			—				1,438,934

Transition of derivative warrant liability to equity on pre-funded warrants			—				—

Change in fair value of warrant derivative liabilities			—				(24,552,257	)

Balance, March 31, 2021			—				26,663,802

Issuance of contingent consideration promissory note			350,000				—

Change in fair value of financial instruments			—				2,863,422

Balance, June 30, 2021		$	350,000			$	29,527,224

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 + Details