Annual report pursuant to Section 13 and 15(d)

Fair Value Measurement

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Fair Value Measurement
 12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Fair Value Measurement
Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Three levels of inputs, of which the first two are considered observable and the last unobservable, may be used to measure fair value which are the following:
•
Level 1—Quoted prices in active markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
•
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation of Level 3 investments requires the use of significant management judgments or estimation.

The Company’s fair value hierarchies for its financial assets and liabilities which require fair value measurement on a recurring basis are as follows:
 
Total
 
Level 1
 
Level 2
 
Level 3
December 31, 2019
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Warrant liabilities
$
4,307

 
$
—

 
$
—

 
$
4,307

Contingent success fee liability
$
6

 
$
—

 
$
—

 
$
6

 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
Warrant liability
$
585

 
$
—

 
$
—

 
$
585

Contingent success fee liability
$
34

 
$
—

 
$
—

 
$
34



During the years ended December 31, 2019 and 2018, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice.

The following table sets forth a summary of the changes in the fair value of Company’s Level 3 financial liabilities during the year ended December 31, 2019, which were measured at fair value on a recurring basis:
 
Warrant
Liability
 
Contingent
Success Fee
Liability
Balance at December 31, 2018
$
585

 
$
34

Initial fair value of warrants issued in conjunction with May 2019 financing
7,334

 
0

Initial fair value of warrants issued in conjunction with December 2019 financing
2,507

 
0

Gain on revaluation of warrants issued in December 2019, May 2019 financing, and December 2015 financing
(6,376
)
 
0

Loss on modification of 2015 Warrants
257

 
—

Gain on revaluation of contingent liabilities
—

 
(28
)
Balance at December 31, 2019
$
4,307

 
$
6



See Note 13 in the notes to consolidated financial statements under the caption Capitalization and Equity Structure – Warrants for a description of the warrants accounted for as a liability, including the method and inputs used to estimate their fair value.