Derivative Liabilities
3 Months Ended
Mar. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Liabilities

7. DERIVATIVE LIABILITIES

 

The Company’s only asset or liability measured at fair value on a recurring basis was its derivative liability associated with warrants to purchase common stock and the conversion feature embedded in convertible promissory notes.

 

In connection with previous financing transactions, the Company issued warrants to purchase common stock and convertible promissory notes. These instruments included provisions that could result in a reduced exercise price based on specified full-ratchet anti-dilution provisions. The “reset” provisions were triggered in the event the Company subsequently issued common stock, stock warrants, stock options or convertible debt with a stock price, exercise price or conversion price lower than contractually specified amounts. Upon triggering the “reset” provisions, the exercise / conversion price of the instrument will be reduced. Accordingly, pursuant to ASC 815, these instruments were not considered to be solely indexed to the Company’s own stock and were not afforded equity treatment.

 

The following table summarizes activity in the Company’s derivative liability during the three months ended March 31, 2017:

 

12-31-2017 Balance   $ 701,347  
Creation / Settlement   $ (53,403 )
Change in Value and Extinguishment of Debt   $ 745,855  
03-31-2018 Balance   $ 1,393,799  

 

As of the March 31, 2018, there are 7,290,177 shares issuable upon conversion of the Company’s convertible debts accounted for as derivative liabilities.

 

The Company classifies the fair value of these derivative liabilities under level 3 of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a Black-Scholes model. The Company’s stock price and estimates of volatility are the most sensitive inputs in validation of assets and liabilities at fair value. The liabilities were measured using the following assumptions:

 

Term     0.1 years - 7.0 years  
Dividend Yield     0 %
Risk-free rate     2.06% - 2.63 %
Volatility     Up to 65 %