STOCKHOLDERS' DEFICIT (Tables)
|
12 Months Ended |
Dec. 31, 2019 |
|---|
| Summary of outstanding warrants |
A summary of outstanding warrants as of December 31, 2019 and 2018 is presented below:
|
|
Year ended
|
|
|
Year ended
|
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
Warrants outstanding, beginning of period
|
|
3,436,431
|
|
|
|
5,265,432
|
|
|
Assumed as part of Merger
|
|
1,044,939
|
|
|
|
—
|
|
|
Deemed Granted
|
|
500,729
|
|
(a)
|
|
1,542,000
|
|
|
Exercised
|
|
(51,000
|
)
|
|
|
(2,385,317
|
)
|
|
Cancelled, forfeited and expired
|
|
—
|
|
|
|
(985,684
|
)
|
|
Warrants outstanding, end of period
|
|
4,931,099
|
|
|
|
3,436,431
|
|
|
(a)
|
Represents warrant shares issuable upon the Merger by reason of antidilution adjustments under former EMI warrants.
|
A summary of outstanding warrants by year issued and exercise price as of December 31, 2019 is presented below.
|
|
|
|
|
|
Outstanding
|
|
|
Exercisable
|
|
|
Year issued
|
Exercise Price
|
|
|
Number of
Warrants
Issued
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Total
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Prior to January 1, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$4.29-$10.28
|
|
|
|
1,937,407
|
|
|
|
1.57
|
|
|
$
|
5.43
|
|
|
|
1,937,407
|
|
|
$
|
5.43
|
|
|
|
Total
|
|
|
|
1,937,407
|
|
|
|
|
|
|
|
|
|
|
|
1,937,407
|
|
|
|
|
|
|
At December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10.76
|
|
|
|
210,553
|
|
|
|
3.61
|
|
|
$
|
10.76
|
|
|
|
210,553
|
|
|
$
|
10.76
|
|
|
|
$
|
5.87
|
|
|
|
1,407,000
|
|
|
|
3.81
|
|
|
$
|
5.87
|
|
|
|
1,407,000
|
|
|
$
|
5.87
|
|
|
|
2018 Total
|
|
|
|
1,617,553
|
|
|
|
|
|
|
|
|
|
|
|
1,617,553
|
|
|
|
|
|
|
At December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6.12
|
|
|
|
32,391
|
|
|
|
4.41
|
|
|
$
|
6.12
|
|
|
|
32,391
|
|
|
$
|
6.12
|
|
|
|
$
|
12.00
|
|
|
|
76,575
|
|
|
|
3.73
|
|
|
$
|
12.00
|
|
|
|
76,575
|
|
|
$
|
12.00
|
|
|
|
$
|
14.04
|
|
(a)
|
|
174,999
|
|
|
|
3.24
|
|
|
$
|
14.04
|
|
|
|
174,999
|
|
|
$
|
14.04
|
|
|
|
$
|
31.50
|
|
(a)
|
|
737,975
|
|
|
|
2.57
|
|
|
$
|
31.50
|
|
|
|
737,975
|
|
|
$
|
31.50
|
|
|
|
$
|
36.24
|
|
(a)
|
|
22,333
|
|
|
|
2.57
|
|
|
$
|
36.24
|
|
|
|
22,333
|
|
|
$
|
36.24
|
|
|
|
$
|
60.00
|
|
(a)
|
|
666
|
|
|
|
1.00
|
|
|
$
|
60.00
|
|
|
|
666
|
|
|
$
|
60.00
|
|
|
|
$
|
5.87
|
|
|
|
256,200
|
|
|
|
3.83
|
|
|
$
|
5.87
|
|
|
|
256,200
|
|
|
$
|
5.87
|
|
|
|
$
|
7.68
|
|
|
|
75,000
|
|
|
|
4.55
|
|
|
$
|
7.68
|
|
|
|
75,000
|
|
|
$
|
7.68
|
|
|
|
2019 Total
|
|
|
|
1,376,139
|
|
|
|
|
|
|
|
|
|
|
|
1,376,139
|
|
|
|
|
|
|
|
Grand Total
|
|
|
|
4,931,099
|
|
|
|
|
|
|
|
|
|
|
|
4,931,099
|
|
|
|
|
|
|
|
(a)
|
The exercise price of these warrants was reduced to $12 per share for the one-year period following the Merger.
|
|
| Schedule of valuation assumptions |
Management has valued stock options at their date of grant utilizing the Black‑Scholes‑Merton Option pricing model. The fair value of the underlying shares was determined by the market value of stock of similar companies and recent arm’s length transactions involving the sale of the Company’s common stock. Prior the Merger, the Company lacked company-specific historical and implied volatility information for its common stock. Therefore, the expected volatility was calculated using the historical volatility of a comparative public traded companies. The following table presents the assumptions used on recent dates on which options were granted by the Company.
|
|
|
6/19/2019
|
|
|
9/27/2018
|
|
|
8/8/2018
|
|
|
2/27/2018
|
|
|
Stock Price
|
|
$
|
10.30
|
|
|
$
|
11.10
|
|
|
$
|
11.30
|
|
|
$
|
11.40
|
|
|
Exercise Price
|
|
$
|
10.30
|
|
|
$
|
11.10
|
|
|
$
|
11.30
|
|
|
$
|
11.40
|
|
|
Term
|
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
|
Risk-Free Rate
|
|
1.83%
|
|
|
|
2.99
|
%
|
|
|
2.88
|
%
|
|
|
2.75
|
%
|
|
Dividend Yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Volatility
|
|
|
67.16
|
%
|
|
|
69.14
|
%
|
|
|
66.09
|
%
|
|
|
68.18
|
%
|
|
| Summary of stock option activity |
A summary of the Company’s stock option activity for the years ended December 31, 2019 and 2018 is presented below:
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
|
|
Number of
Options
|
|
|
Weighted‑
Average
Exercise
Price
|
|
|
Number of
Options
|
|
|
Weighted‑
Average
Exercise
Price
|
|
|
Options outstanding, beginning of period
|
|
|
6,642,200
|
|
|
$
|
4.40
|
|
|
|
6,775,200
|
|
|
$
|
4.12
|
|
|
Granted or deemed issued
|
|
|
636,683
|
|
(a)
|
$
|
10.10
|
|
|
|
357,000
|
|
|
$
|
11.28
|
|
|
Exercised
|
|
|
(167
|
)
|
|
$
|
5.00
|
|
|
|
(170,000
|
)
|
|
$
|
4.59
|
|
|
Cancelled, forfeited and expired
|
|
|
(33,366
|
)
|
|
$
|
11.29
|
|
|
|
(320,000
|
)
|
|
$
|
6.06
|
|
|
Options outstanding, end of period
|
|
|
7,245,350
|
|
|
$
|
4.68
|
|
|
|
6,642,200
|
|
|
$
|
4.40
|
|
|
Options exercisable at end of year
|
|
|
7,001,680
|
|
|
$
|
4.47
|
|
|
|
5,958,783
|
|
|
$
|
3.87
|
|
|
Options available for future grant
|
|
|
2,167,150
|
|
|
|
|
|
|
|
2,357,800
|
|
|
|
|
|
|
|
(a)
|
Upon the Merger, the exercise prices of outstanding EMI options were adjusted and additional options were deemed issued based upon the exchange ratio in the Merger.
|
|
| Senior Secured Convertible Debentures [Member] |
|
| Schedule of Fair Value of Conversion Feature Liabilities |
The following table presents information regarding the warrants measured at fair value when reclassified to equity and as of December 31, 2018 (in thousands):
|
Liability instrument—10% Senior Secured Convertible Debentures
|
|
July 19, 2019
|
|
|
December 31, 2018
|
|
|
Balance, beginning of period
|
|
$
|
7,540
|
|
|
$
|
—
|
|
|
Fair value at issuance date
|
|
|
|
|
|
|
9,686
|
|
|
Change in fair value included in the statement of comprehensive income (loss)
|
|
|
(1,204
|
)
|
|
|
(2,146
|
)
|
|
Fair value at reclassification to equity
|
|
|
(6,336
|
)
|
|
|
—
|
|
|
Balance, end of period
|
|
$
|
—
|
|
|
$
|
7,540
|
|
|
| Schedule of Fair Value and Merger Date Based Upon Assumptions |
The fair value as of the dates set forth the in the table below were based upon following assumptions:
|
|
|
July 19, 2019
|
|
|
December 31, 2018 (As Restated)
|
|
|
Stock price
|
|
$
|
6.86
|
|
|
$
|
9.00
|
|
|
Risk‑free interest rate
|
|
|
1.79
|
%
|
|
|
2.51
|
%
|
|
Expected volatility (peer group)
|
|
|
65.00
|
%
|
|
|
70.00
|
%
|
|
Expected life (in years)
|
|
|
4.26
|
|
|
|
4.81
|
|
|
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
Balance, end of period:
|
|
|
|
|
|
|
|
|
|
Warrant liabilities (in thousands)
|
|
$
|
6,336
|
|
|
$
|
7,540
|
|
|
| GPB Debt Holdings II, LLC [Member] |
|
| Schedule of Fair Value of Conversion Feature Liabilities |
The following table sets forth the fair values of the warrants as of December 31, 2019 and 2018 (in thousands):
|
Warrant liability—GPB
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
Balance, beginning of period
|
|
$
|
1,399
|
|
|
$
|
1,882
|
|
|
Change in fair value included in the statement of comprehensive income (loss)
|
|
|
(1,361
|
)
|
|
|
(483
|
)
|
|
Balance, end of period
|
|
$
|
38
|
|
|
$
|
1,399
|
|
|
| Schedule of Fair Value and Merger Date Based Upon Assumptions |
The value as of the dates set forth the in the table below, were based on upon following assumptions:
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
Stock price
|
|
$
|
1.97
|
|
|
$
|
9.10
|
|
|
Risk‑free interest rate
|
|
|
1.64
|
%
|
|
|
2.48
|
%
|
|
Expected volatility (peer group)
|
|
|
60.00
|
%
|
|
|
70.00
|
%
|
|
Expected life (in years)
|
|
|
3.50
|
|
|
|
4.00
|
|
|
Expected dividend yield
|
|
|
—
|
|
|
—
|
|
|
Number outstanding
|
|
|
252,802
|
|
|
|
240,764
|
|
|
Balance, end of period:
|
|
|
|
|
|
|
|
|
|
Warrant derivative liabilities (long-term) (in thousands)
|
|
$
|
38
|
|
|
$
|
1,399
|
|
|
|
|
|
|
|
|
|
|
|
|