Avenue Therapeutics, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Fair Value Measurement

Fair Value Measurement

12 Months Ended

Dec. 31, 2017

Note 10 Fair Value Measurement

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. At December 31, 2017 and 2016, the warrant balance of approximately $0 and $0.3 million, respectively, were classified as Level 3 instruments.

The following table sets forth the changes in the estimated fair value for the Company’s Level 3 classified derivative warrant liability (in thousands):

	NSC Contingently Issuable Warrants		Westpark Contingently Issuable Warrants		Total
Fair value, December 31, 2015	$	114	$	-	$	114
Change in fair value		188		-		188
Issuable derivative warrant liabilities		-		12		12
Fair value, December 31, 2016	$	302	$	12	$	314
Change in fair value		448		3		451
Conversion into common shares		(750)		-		(750)
Change in fair value of convertible notes warrants		-		(15)		(15)
Fair value, December 31, 2017	$	-	$	-	$	-

On June 26, 2017, pursuant to the terms of the Company’s $3.0 million NSC Note, upon the closing of the Company’s IPO, the Company issued to National warrants for 125,000 common shares at par with a fair value of $0.8 million, relating to its aggregate gross proceeds from its third-party offerings exceeding five times the value of the debt. Upon the issuance of the warrant, Fortress was removed as the guarantor on the note (see Note 7).

Additionally, on June 26, 2017, the Company issued 2,488 warrants to purchase common shares of the Company at $4.02, to Westpark, in connection with their role as placement agent.

The fair value of the NSC Contingently Issuable Warrants was determined at December 31, 2016 for approximately $0.3 million by applying management’s estimate of the probability of issuance of the Contingently Issuable Warrants together with the Black-Scholes option pricing model with the following key assumptions:

	December 31,
	2016
Risk-free interest rate		2.45	%
Expected dividend yield		-
Expected term (in years)		10.00
Expected volatility		83	%
Probability of issuance of the warrant		50	%

The fair value of Westpark warrant liability at December 31, 2016 was measured at fair value for approximately $12,000 using a Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the year ended December 31, 2016 is as follows:

	December 31,
	2016
Risk-free interest rate		2.45	%
Expected dividend yield		-
Expected term (in years)		10.00
Expected volatility		87	%

The following table sets forth the changes in the estimated fair value for our Level 3 classified convertible notes payable (in thousands):

	Westpark Convertible Notes
Fair value, December 31, 2015	$	-
Additions		200
Change in fair value		-
Fair value, December 31, 2016	$	200
Change in fair value		99
Conversion into common shares		(299)
Fair value, December 31, 2017	$	-

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details