Quarterly report pursuant to Section 13 or 15(d)

Fair Value Hierarchy

v2.4.0.8
Fair Value Hierarchy
3 Months Ended
Mar. 31, 2014
Fair Value Disclosures [Abstract]  
Fair Value Hierarchy
Fair Value Hierarchy

Beginning in the second quarter of 2013, Platinum-Montaur Life Sciences, LLC (Platinum) has the right to convert all or any portion of the unpaid principal or unpaid interest accrued on any future draws under the Platinum credit facility, under certain circumstances. Platinum’s option to convert future draws into common stock was determined to meet the definition of a liability and is included as part of the value of the related notes payable on the consolidated balance sheet. The estimated fair value of the Platinum notes payable is $3.9 million at March 31, 2014, and will continue to be measured on a recurring basis. See Note 6.

In September 2013, in connection with a Securities Purchase Agreement with Crede CG III, Ltd. (Crede), we issued warrants containing certain features that, although they do not require the warrants to be settled in cash, do require the warrants to be classified as liabilities under applicable accounting rules. See Notes 1b(3) and 7. As a result, the Company recorded a derivative liability with an estimated fair value of $7.7 million on the date the warrants were issued. The estimated fair value of the liability remained at $7.7 million as of March 31, 2014, and will continue to be measured on a recurring basis. See Note 7.

The following tables set forth, by level, financial liabilities measured at fair value on a recurring basis:
Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2014
Description
 
Quoted Prices in Active Markets for Identical Liabilities (Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Balance as of March 31, 2014
Platinum notes payable
 
$

 
$

 
$
3,874,315

 
$
3,874,315

 
 
 
 
 
 
 
 
 
Derivative liabilities
   related to warrants
 

 
7,693,351

 

 
7,693,351


Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2013
Description
 
Quoted Prices in Active Markets for Identical Liabilities (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Balance as of
December 31, 2013
Platinum notes payable
 
$

 
$

 
$
4,268,062

 
$
4,268,062

 
 
 
 
 
 
 
 
 
Derivative liabilities
related to warrants
 

 
7,692,087

 

 
7,692,087



a.
Valuation Processes-Level 3 Measurements: Depending on the instrument, the Company utilizes discounted cash flows, option pricing models, or third-party valuation services to estimate the value of their financial assets and liabilities. Valuations using discounted cash flow methods and certain option pricing models such as Black-Scholes are generally conducted by the Company. Valuations using complex models such as Monte Carlo simulation are generally provided to the Company by third-party valuation experts. Each reporting period, the Company provides significant unobservable inputs to the third-party valuation experts based on current internal estimates and forecasts.
b.
Sensitivity Analysis-Level 3 Measurements: Changes in the Company’s current internal estimates and forecasts are likely to cause material changes in the fair value of the liabilities. The significant unobservable inputs used in the fair value measurement of the liabilities are the amount and timing of future draws expected to be taken under the Platinum Loan Agreement based on current internal forecasts, management’s estimate of the likelihood of actually making those draws as opposed to obtaining other sources of financing, and management’s estimate of the likelihood of those draws ultimately resulting in Platinum exercising their conversion option under the Platinum Loan Agreement. Significant increases (decreases) in any of the significant unobservable inputs would result in a higher (lower) fair value measurement. A change in one of the inputs would not necessarily result in a directionally similar change in the others.

There were no Level 1 liabilities outstanding at any time during the three-month periods ended March 31, 2014 and 2013. There were no transfers in or out of our Level 2 liabilities during the three-month periods ended March 31, 2014 or 2013.