STOCKHOLDERS' DEFICIT (Tables)
|
12 Months Ended |
Dec. 31, 2021 |
|---|
| Schedule of fair value based upon assumptions |
The fair values as of December 31, 2021 and December 31, 2020 were based upon following assumptions:
|
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
|
Principal outstanding (South Korean won)
|
|
KRW 30 billion
|
|
|
KRW 30 billion
|
|
|
Stock price
|
|
KRW 2,925
|
|
|
KRW 6,060
|
|
|
Expected life (in years)
|
|
|
8.79
|
|
|
|
9.79
|
|
|
Selected yield
|
|
|
10.50
|
%
|
|
|
10.50
|
%
|
|
Expected volatility (Telcon common stock)
|
|
|
81.31
|
%
|
|
|
85.80
|
%
|
|
Risk-free interest rate (South Korea government bond)
|
|
|
2.19
|
%
|
|
|
1.72
|
%
|
|
Expected dividend yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
Conversion price
|
|
KRW 2,847 (US$2.39)
|
|
|
KRW 6,028 (US$5.54)
|
|
|
| Summary of outstanding warrants |
A summary of the Company’s warrants activity for the years ended December 31, 2021 and 2020 is presented below:
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
|
|
Warrants outstanding, beginning of period
|
|
8,439,480
|
|
|
|
4,931,099
|
|
|
|
Granted
|
|
—
|
|
|
|
3,625,000
|
|
|
|
Exercised
|
|
—
|
|
|
|
—
|
|
|
|
Cancelled, forfeited and expired
|
|
(203,463
|
)
|
|
|
(116,619
|
)
|
|
|
Warrants outstanding, end of period
|
|
8,236,017
|
|
|
|
8,439,480
|
|
|
A summary of outstanding warrants by year issued and exercise price as of December 31, 2021 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, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.54-$36.24
|
|
|
4,611,017
|
|
|
|
1.14
|
|
|
$
|
9.14
|
|
|
|
4,611,017
|
|
|
$
|
9.14
|
|
|
|
Total
|
|
|
4,611,017
|
|
|
|
|
|
|
|
|
|
|
|
4,611,017
|
|
|
|
|
|
|
At December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.05
|
|
|
1,250,000
|
|
|
|
3.46
|
|
|
$
|
2.05
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
$
|
1.54
|
|
|
2,375,000
|
|
|
|
3.70
|
|
|
$
|
1.54
|
|
|
|
2,375,000
|
|
|
$
|
1.54
|
|
|
|
2020 Total
|
|
|
3,625,000
|
|
|
|
|
|
|
|
|
|
|
|
2,375,000
|
|
|
|
|
|
|
At December 31, 2021
|
Grand Total
|
|
|
8,236,017
|
|
|
|
|
|
|
|
|
|
|
|
6,986,017
|
|
|
|
|
|
|
| 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.
|
|
|
June 29, 2020
|
|
|
Stock Price
|
|
$
|
1.67
|
|
|
Exercise Price
|
|
$
|
2.05
|
|
|
Term
|
|
5.5-6 years
|
|
|
Risk-Free Rate
|
|
0.28% - 0.38%
|
|
|
Dividend Yield
|
|
—
|
|
|
Volatility
|
|
78.91%-80.49%
|
|
|
| Summary of stock option activity |
A summary of the Company’s stock option activity for the years ended December 31, 2021 and 2020 is presented below:
|
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
|
|
|
Number of
Options
|
|
|
Weighted‑
Average
Exercise
Price
|
|
|
Number of
Options
|
|
|
Weighted‑
Average
Exercise
Price
|
|
|
Options outstanding, beginning of period
|
|
|
7,110,025
|
|
|
$
|
4.63
|
|
|
|
7,245,350
|
|
|
$
|
4.68
|
|
|
Granted or deemed issued
|
|
|
—
|
|
|
$
|
—
|
|
|
|
90,000
|
|
|
$
|
2.05
|
|
|
Exercised
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
Cancelled, forfeited and expired
|
|
|
(1,141,687
|
)
|
|
$
|
3.82
|
|
|
|
(225,325
|
)
|
|
$
|
5.08
|
|
|
Options outstanding, end of period
|
|
|
5,968,338
|
|
|
$
|
4.78
|
|
|
|
7,110,025
|
|
|
$
|
4.63
|
|
|
Options exercisable at end of year
|
|
|
5,937,837
|
|
|
$
|
4.80
|
|
|
|
6,986,268
|
|
|
$
|
4.47
|
|
|
Options available for future grant
|
|
|
4,000,000
|
|
|
|
|
|
|
|
2,302,475
|
|
|
|
|
|
|
| Senior Secured Convertible Debentures [Member] |
|
| Schedule of fair value based upon assumptions |
The fair value as of agreement date and the anti-dilution adjustment dates was based upon following assumptions:
|
|
|
March 2, 2021 (Anti-dilution adjustment date)
|
|
|
February 28, 2020 (Anti-dilution adjustment date)
|
|
|
February 21, 2020 (Amendment date)
|
|
|
Exercise price
|
|
$
|
1.54
|
|
|
$
|
2.00
|
|
|
$
|
3.00
|
|
|
Common stock fair value
|
|
$
|
1.52
|
|
|
$
|
1.60
|
|
|
$
|
1.89
|
|
|
Volatility
|
|
101.00%-120.00%
|
|
|
|
93.00
|
%
|
|
|
92.00
|
%
|
|
Risk-free rate
|
|
0.21%-0.58%
|
|
|
|
0.86
|
%
|
|
|
1.29
|
%
|
|
Expected life (in years)
|
|
2.64-4.56
|
|
|
|
3.54
|
|
|
|
3.56
|
|
|
| Convertible Promissory Note [Member] |
|
| Schedule of fair value of conversion feature liabilities |
The following table presents the change in fair value of the warrants as of December 31, 2021 and 2020 (in thousands):
|
Warrant liability— Convertible Promissory Note
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
|
Balance, beginning of period
|
|
$
|
988
|
|
|
$
|
—
|
|
|
Fair value at issuance date
|
|
|
—
|
|
|
|
1,425
|
|
|
Change in fair value included in the statement of operations
|
|
|
475
|
|
|
|
(437
|
)
|
|
Balance, end of period
|
|
$
|
1,463
|
|
|
$
|
988
|
|
|
| Schedule of fair value based upon assumptions |
The fair value of the warrant derivative liabilities was determined using the Black-Scholes Merton model and was based upon following assumptions:
|
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
|
Exercise price
|
|
$
|
2.05
|
|
|
$
|
2.05
|
|
|
Stock price
|
|
$
|
1.67
|
|
|
$
|
1.68
|
|
|
Risk‑free interest rate
|
|
|
1.04
|
%
|
|
|
0.31
|
%
|
|
Expected volatility (peer group)
|
|
|
117.00
|
%
|
|
|
101.00
|
%
|
|
Expected life (in years)
|
|
|
3.46
|
|
|
|
4.46
|
|
|
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 sets forth the fair values of the warrants as of December 31, 2021 and 2020 (in thousands):
|
Warrant liability—GPB
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
|
Balance, beginning of period
|
|
$
|
83
|
|
|
$
|
38
|
|
|
Change in fair value included in the statement of operations
|
|
|
(43
|
)
|
|
|
45
|
|
|
Balance, end of period
|
|
$
|
40
|
|
|
$
|
83
|
|
|
| Schedule of fair value based upon assumptions |
The value as of the dates set forth the in the table below, were based on upon following assumptions:
|
|
|
December 31, 2021
|
|
|
December 31, 2020
|
|
|
Adjusted exercise price
|
|
$
|
10.28
|
|
|
$
|
10.28
|
|
|
Stock price
|
|
$
|
1.67
|
|
|
$
|
1.23
|
|
|
Risk‑free interest rate
|
|
|
0.56
|
%
|
|
|
0.15
|
%
|
|
Expected volatility (peer group)
|
|
|
104.00
|
%
|
|
|
120.00
|
%
|
|
Expected life (in years)
|
|
|
1.50
|
|
|
|
2.50
|
|
|
Expected dividend yield
|
|
|
—
|
|
|
—
|
|
|
Number outstanding
|
|
|
252,802
|
|
|
|
252,802
|
|
|