Annual report pursuant to Section 13 and 15(d)

Derivative Liabilities

v3.21.2
Derivative Liabilities
12 Months Ended
May 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liability

Note 6. Derivative Liabilities

The investor and placement agent warrants issued in connection with a registered direct offering in September 2016 contained a provision for net cash settlement if there is a fundamental transaction (contractually defined as a merger, sale of substantially all assets, tender offer or share exchange, whereby a person or group acquires more than 50% of the outstanding common stock). If a fundamental transaction occurs in which the consideration issued consists principally of cash or stock in a successor entity, then the warrant holder 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, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, and are recorded at fair value. All of the investors and placement agent warrants were exercised during the fiscal year ended May 31, 2020.

The following table summarizes the fair value of the warrant derivative liability and related common shares as of inception date (September 15, 2016), May 31, 2019 and May 31, 2020 (in thousands):

    

Shares
indexed

    

Derivative
liability

Inception date September 15, 2016

 

7,733

$

5,179

Change in fair value of derivative liability

 

(4,777)

Balance May 31, 2019

 

7,733

 

402

Change in fair value of derivative liability

 

11,547

Fair value of warrants exercised

 

7,733

(11,949)

Balance May 31, 2020

 

$

Changes in the fair value of the derivative liability are reported as “Change in fair value of derivative liabilities” in the Consolidated Statements of Operations. During the fiscal years ended May 31, 2020 and May 31, 2019 the Company recognized a non-cash (loss) gain of approximately ($11.5) million and $0.9 million, respectively, due to the changes in the fair value of the liability associated with such classified warrants.

ASC 820, Fair Value Measurement, provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods after the initial recognition. Fair values for the warrants were determined using a Binomial Lattice valuation model.

The Company estimated the fair value of the warrant derivative liability as of inception date (September 15, 2016), and May 31, 2019 using the following assumptions:

September 15, 2016

    

May 31, 2019

 

Fair value of underlying stock

$

0.78

$

0.39

Risk free rate

 

1.20

%  

 

1.94

%

Expected term (in years)

 

5

 

2.29

Stock price volatility

 

106

%  

 

61

%

Expected dividend yield

 

 

Probability of fundamental transaction

 

50

%  

 

50

%

Probability of holder requesting cash payment

 

50

%  

 

50

%

Due to the fundamental transaction provision contained in the warrants, 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 rates and management’s assumptions related to the fundamental transaction provisions.

As described in Note 5 above, the redemption provision embedded in the June 2018 and January 2019 Notes required bifurcation and measurement at fair value as a derivative. The fair value of the note redemption provision derivative liabilities was calculated using a Monte Carlo Simulation which uses randomly generated stock-price paths obtained

through a Geometric Brownian Motion stock price simulation. The fair value of the redemption provision will be significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates, and management’s assumptions related to the redemption factor. The Company estimated the fair value of the redemptive provision using the following assumptions on the closing dates of November 15, 2018, and January 30, 2019, and on May 31, 2019:

May 31, 2019 

 

    

November 15, 

    

January 30,

    

June 2018

    

January 2019

 

    

2018

    

 2019

    

Note

    

Note

 

Fair value of underlying stock

$

0.57

$

0.49

$

0.39

$

0.39

Risk free rate

 

2.78

%  

 

2.52

%  

 

2.21

%  

 

1.95

%

Expected term (in years)

 

1.61

 

2

 

1.07

 

1.67

Stock price volatility

 

58.8

%  

 

61

%  

 

62.2

%  

 

62.2

%

Expected dividend yield

 

 

 

 

Discount factor

 

85

%  

 

85

%  

 

85

%  

 

85

%

As discussed above, the June 2018 and January 2019 Notes were fully satisfied and there is no outstanding balance as of May 31, 2021 or May 31, 2020.

The following table summarizes the fair value of the convertible note redemption provision derivative liability as of inception dates November 15, 2018 and January 30, 2019, and May 31, 2019 (in thousands):

Derivative liability

    

Net proceeds

    

Inception date

    

May 31, 2019 

Inception date June 2018 Note, November 15, 2018

$

5,000

$

1,285

$

847

Inception date January 2019 Note, January 30, 2019

 

5,000

 

1,465

 

1,158

Total

$

2,005

The Company recognized approximately $2.0 million and $0.4 million of non-cash gain, due to the changes in the fair value of the liability associated with such classified redemption provision for the fiscal year ended May 31, 2020 and May 31, 2019, respectively. There was no gain or loss for the fiscal year ended May 31, 2021, as the notes were fully satisfied during the fiscal year ended May 31, 2020.