Annual report pursuant to Section 13 and 15(d)

Derivative Liability

Derivative Liability
12 Months Ended
May 31, 2017
Derivative Liability

Note 5 - Derivative Liability:

Registered Direct Equity Offering

The investor warrants issued with the September 2016 registered direct equity offering, and the placement agent warrants issued in conjunction with the offering, as fully described in Note 11, contain a provision for net cash settlement in the event that there is a fundamental transaction (contractually defined as a merger, sale of substantially all assets, tender offer or share exchange). If a fundamental transaction occurs in which the consideration issued consists principally of cash or stock in a successor entity, then the warrantholder has the option to receive cash, equal to the fair value of the remaining unexercised portion of the warrant. Due to this contingent cash settlement provision, the investor and placement agent warrants require liability classification as derivatives in accordance with ASC 480 and ASC 815 and are recorded at fair value.


The following tables summarize the fair value of the warrant derivative liability and related common shares as of inception date September 15, 2016 and May 31, 2017:    


    Shares Indexed     Derivative Liability  

Balance May 31, 2016

    —       $ —    

Inception date September 15, 2016

    7,733,334       5,179,200  

Balance May 31, 2017

    7,733,334     $ 3,014,667  

Changes in the fair value of the derivative liability are reported as “Change in fair value of derivative liability” in the Consolidated Statements of Operations. During the year ended May 31, 2017, the Company recognized a net non-cash gain of approximately $2.2 million, due to the changes in the fair value of the liability associated with such classified warrants and non-cash interest expense of approximately $540,000.

ASC 820 provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Fair values for the warrants were determined using a Binomial Lattice (“Lattice”) valuation model.

The Company estimated the fair value of the warrant derivative liability as of inception, and May 31, 2017, using the following assumptions:


    September 15,
    May 31,

Fair value of underlying stock

  $ 0.78     $ 0.60  

Risk free rate

    1.20     1.71

Expected term (in years)

    5       4.29  

Stock price volatility

    106     94

Expected dividend yield

    —         —    

Probability of Fundamental Transaction

    50     50

Probability of holder requesting cash payment

    50     50

Due to the fundamental transaction provisions, which could provide for early redemption of the warrants, the model also considered subjective assumptions related to the fundamental transaction provision. The fair value of the warrants will be significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest and managements assumptions related to the fundamental transaction provision.