Quarterly report pursuant to Section 13 or 15(d)

Derivative Liability and Fair Value Measurements

v3.10.0.1
Derivative Liability and Fair Value Measurements
9 Months Ended
Sep. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liability and Fair Value Measurements
Note 7 – Derivative Liability and Fair Value Measurements
 
The Company recognized a derivative liability for the warrants to purchase shares of its common stock issued in connection with the Company
s equity offering and related debt conversions on August 5, 2013.
Those warrants had a cashless exercise provision and an exercise price that was subject to adjustment in the event of subsequent equity sales at a lower purchase price (subject to certain exceptions) along with full-ratchet anti-dilution provisions. 
In accordance with FASB ASC 815-10-25, we measured the derivative liability using a Monte Carlo Options Lattice pricing model at their issuance date and subsequently re-measured the liability on each reporting date.
 
Accordingly, at the end of each quarterly reporting date, the derivative fair market value is re-measured and adjusted to current market value. As of September 30, 2018 and December 31, 2017 a total of nil and 38,100 warrants were outstanding that contained a full-ratchet anti-dilution provision, respectively.
 
The Company has adopted FASB ASC Topic 820 for financial instruments measured at fair value on a recurring basis. FASB ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements.
 
Fair value is defined as 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. FASB ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
 
-        Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
 
-        Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
 
-        Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
 
The carrying amount of cash, accounts receivable, accounts payable, and accrued expenses approximates their fair value due to their short maturity.
 
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at September 30, 2018:
 
 
 
Total
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Liability
 
$
 
 
$
 
 
$
 
 
$
 
Total liabilities measured at fair value (Current liabilities)
 
$
 
 
$
 
 
$
 
 
$
 
 
We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at December 31, 2017:
 
 
 
Total
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Liability
 
$
152,927
 
 
$
 
 
$
 
 
$
152,927
 
Total liabilities measured at fair value (Current Liabilities)
 
$
152,927
 
 
$
 
 
$
 
 
$
152,927
 
 
Fair value — December 31, 2017
 
$
152,927
 
 
 
 
 
 
Reclassification of warrant exercises and warrant expirations to Additional Paid-in Capital
 
 
(166,800
)
Change in fair value for the period of warrant derivative liability
 
 
13,873
 
 
 
 
 
 
Fair value — September 30, 2018
 
$
 
 
As of August 5, 2018, all unexercised warrants that contained a full-ratchet anti-dilution provision expired.