STOCKHOLDERS' DEFICIT (Tables)
|
6 Months Ended |
Jun. 30, 2022 |
|---|
| Schedule of Fair Value Based upon Assumptions |
The fair value as of June 30, 2022 and December 31, 2021 was based upon following assumptions:
|
|
|
June 30, 2022
|
|
|
December 31, 2021
|
|
|
Principal outstanding (South Korean won)
|
|
KRW 26.5 billion
|
|
|
KRW 30 billion
|
|
|
Stock price
|
|
KRW1,400
|
|
|
KRW2,925
|
|
|
Expected life (in years)
|
|
|
8.30
|
|
|
|
8.79
|
|
|
Selected yield
|
|
|
14.75
|
%
|
|
|
10.50
|
%
|
|
Expected volatility (Telcon common stock)
|
|
|
79.50
|
%
|
|
|
81.31
|
%
|
|
Risk-free interest rate (South Korea government bond)
|
|
|
3.64
|
%
|
|
|
2.19
|
%
|
|
Expected dividend yield
|
|
|
—
|
|
|
|
—
|
|
|
Conversion price
|
|
KRW1,498 (US$1.16)
|
|
|
KRW2,847 (US$2.39)
|
|
|
| Summary of outstanding warrants |
A summary of outstanding warrants as of June 30, 2022 and December 31, 2021 is presented below:
|
|
|
June 30, 2022
|
|
|
December 31, 2021
|
|
|
|
|
Number of
Warrants
|
|
|
Weighted‑
Average
Exercise
Price
|
|
|
Number of
Warrants
|
|
|
Weighted‑
Average
Exercise
Price
|
|
|
Warrants outstanding, beginning of period
|
|
|
8,236,017
|
|
|
$
|
5.78
|
|
|
|
8,439,480
|
|
|
$
|
6.09
|
|
|
Granted
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Cancelled, forfeited or expired
|
|
|
(1,365,189
|
)
|
|
$
|
4.76
|
|
|
|
(203,463
|
)
|
|
$
|
4.36
|
|
|
Warrants outstanding, end of period
|
|
|
6,870,828
|
|
|
$
|
5.45
|
|
|
|
8,236,017
|
|
|
$
|
5.78
|
|
|
Warrnts exercisable end of period
|
|
|
6,870,828
|
|
|
$
|
5.45
|
|
|
|
7,486,017
|
|
|
$
|
6.12
|
|
|
| Summary of stock option activity |
A summary of outstanding stock options as of June 30, 2022 and December 31, 2021 is presented below.
|
|
|
June 30, 2022
|
|
|
December 31, 2021
|
|
|
|
|
Number of
Options
|
|
|
Weighted‑
Average
Exercise
Price
|
|
|
Number of
Options
|
|
|
Weighted‑
Average
Exercise
Price
|
|
|
Options outstanding, beginning of period
|
|
|
5,968,338
|
|
|
$
|
4.78
|
|
|
|
7,110,025
|
|
|
$
|
4.63
|
|
|
Granted or deemed granted
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
Exercised
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
Cancelled, forfeited and expired
|
|
|
(1,055,399
|
)
|
|
$
|
3.45
|
|
|
|
(1,141,687
|
)
|
|
$
|
3.82
|
|
|
Options outstanding, end of period
|
|
|
4,912,939
|
|
|
$
|
5.07
|
|
|
|
5,968,338
|
|
|
$
|
4.78
|
|
|
Options exercisable, end of period
|
|
|
4,892,438
|
|
|
$
|
5.09
|
|
|
|
5,937,837
|
|
|
$
|
4.80
|
|
|
Options available for future grant
|
|
|
4,000,000
|
|
|
|
|
|
|
|
4,000,000
|
|
|
|
|
|
|
| Convertible Promissory Note [Member] |
|
| Schedule of fair value of conversion feature liabilities |
The following table presents the fair value and the change in fair value of the warrants as of June 15, 2022 and December 31, 2020 (in thousands):
|
Warrant liability—Convertible Promissory Note
|
|
June 15, 2022
|
|
|
December 31, 2021
|
|
|
Balance, beginning of period
|
|
$
|
1,463
|
|
|
$
|
988
|
|
|
Change in fair value included in the statement of operations
|
|
|
(1,250
|
)
|
|
|
475
|
|
|
Reclassification to equity
|
|
|
(213
|
)
|
|
|
—
|
|
|
Balance, end of period
|
|
$
|
—
|
|
|
$
|
1,463
|
|
|
| Schedule of Fair Value Based upon Assumptions |
The fair value of the warrant derivative liability was determined using the Black-Scholes Merton model based upon following assumptions:
|
|
|
June 15, 2022
|
|
|
December 31, 2021
|
|
|
Exercise price
|
|
$
|
2.05
|
|
|
$
|
2.05
|
|
|
Stock price
|
|
$
|
0.36
|
|
|
$
|
1.67
|
|
|
Risk‑free interest rate
|
|
|
3.35
|
%
|
|
|
1.04
|
%
|
|
Expected volatility (peer group)
|
|
|
126.00
|
%
|
|
|
117.00
|
%
|
|
Expected life (in years)
|
|
|
3.00
|
|
|
|
3.46
|
|
|
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
Number outstanding
|
|
|
1,250,000
|
|
|
|
1,250,000
|
|
|
| GPB Debt Holdings II, LLC [Member] |
|
| Schedule of fair value of conversion feature liabilities |
The following table presents the change in fair value of the GPB Warrant as of June 30, 2022 and December 31, 2021 (in thousands):
|
Warrant Liability—GPB
|
|
June 30, 2022
|
|
|
December 31, 2021
|
|
|
Balance, beginning of period
|
|
$
|
40
|
|
|
$
|
83
|
|
|
Change in fair value included in the statement of operations
|
|
|
(40
|
)
|
|
|
(43
|
)
|
|
Balance, end of period
|
|
$
|
—
|
|
|
$
|
40
|
|
|
| Schedule of Fair Value Based upon Assumptions |
The fair value of the warrant derivative liability was determined using the Black-Scholes Merton model. The fair value as of June 30, 2022, and December 31, 2021 was based upon the following assumptions:
|
|
|
June 30, 2022
|
|
|
December 31, 2021
|
|
|
Adjusted exercise price
|
|
$
|
10.28
|
|
|
$
|
10.28
|
|
|
Common stock fair value
|
|
$
|
0.45
|
|
|
$
|
1.67
|
|
|
Risk‑free interest rate
|
|
|
2.80
|
%
|
|
|
0.56
|
%
|
|
Volatility
|
|
|
121.00
|
%
|
|
|
104.00
|
%
|
|
Time until expiration (years)
|
|
|
1.00
|
|
|
|
1.50
|
|
|
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
Number outstanding
|
|
|
252,802
|
|
|
|
252,802
|
|
|