FAIR VALUE MEASUREMENTS | In accordance with ASC 820, Fair Value Measurements, financial instruments were measured at fair value using a three-level hierarchy which maximizes use of observable inputs and minimizes use of unobservable inputs: ● Level 1: Observable inputs such as quoted prices in active markets for identical instruments ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the market ● Level 3: Significant unobservable inputs supported by little or no market activity. Financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, for which determination of fair value requires significant judgment or estimation. 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 August 31, 2017 and February 28, 2017, the warrant liability balance was classified as Level 3 instruments. Derivative Warrant Liability The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability: Promissory Note Warrants Series B Warrant PPM Warrants Total Fair value at February 28, 2017 $ 157,204 $ 35,690 $ 1,914,078 $ 2,106,972 Change in fair value (78,024 ) (18,832 ) (442,816 ) (539,672 ) Reclassification of warrant liability to equity - - (1,471,262 ) (1,471,262 ) Fair value at August 31, 2017 $ 79,180 $ 16,858 $ - $ 96,038 In connection with the initial closing of the Series B Preferred private placement on December 31, 2014, the Company issued a warrant to purchase an aggregate of 30,334 shares of common stock (the “Series B Warrant”), originally exercisable at $8.25 per share and expiring on March 31, 2020. The Series B Warrant contains a full-ratchet anti-dilution price protection provision that requires liability treatment. The exercise price of the Series B Warrant was adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of the Series B Warrant at August 31, 2017 and February 28, 2017 was determined to be approximately $17,000 and $36,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017 and February 28, 2017 used the following assumptions: (1) a stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.39% and 1.50%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of the Promissory Note on July 31, 2015, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock, originally exercisable at $8.25 per share and expiring on July 31, 2020. This warrant contains a full-ratchet anti-dilution price protection provision that requires liability treatment. The exercise price of this warrant was adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of the warrant at August 31, 2017 and February 28, 2017 was determined to be approximately $25,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017 and February 28, 2017 used the following assumptions: (1) stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.43% and 1.57%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the amendment of the Promissory Note on February 12, 2016, the Company issued a warrant to purchase an aggregate of 43,636 shares of common stock, initially exercisable at $8.25 per share and expiring on February 11, 2021. This warrant contains a ratchet anti-dilution price protection provision that requires liability treatment. The exercise price of this warrant was adjusted to $2.20 per share during the year ended February 28, 2017 and subsequently adjusted to $0.91 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of the warrant at August 31, 2017 and February 28, 2017 was determined to be approximately $26,000 and $51,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017 and February 28, 2017 used the following assumptions: (1) stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.50% and 1.68%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of OID Notes in February 2016, the Company issued warrants to purchase an aggregate of 36,367 shares of common stock. These warrants were issued between February 12 and 22, 2016, were initially exercisable at $8.25 per share and expire between February 11 and 21, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment. The exercise price of these warrants were adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of these warrants at May 31, 2017 and February 28, 2017 was determined to be approximately $22,000 and $44,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017 and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.50% and 1.68%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the issuance of OID Notes in March 2016, the Company issued warrants to purchase an aggregate of 9,092 shares of common stock. These warrants were issued between March 4 and 15, 2016, were initially exercisable at $8.25 per share and expire between March 4 and 15, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment. The exercise price of these warrants were adjusted to $2.00 per share during the year ended February 28, 2017 and subsequently adjusted to $0.83 per share in August 2017 as a result of the 2017 Common Stock Private Placement. The fair value of these warrants at August 31, 2017 and February 28, 2017 was determined to be approximately $6,000 and approximately $11,000, respectively, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of August 31, 2017, and February 28, 2017 used the following weighted-average assumptions: (1) stock price of $0.76 and $1.50, respectively; (2) a risk-free rate of 1.51% and 1.69%, respectively; (3) an expected volatility of 131% and 131%, respectively; and (4) a fundraising event to occur on January 31, 2018 and May 31, 2017, respectively, that would result in the issuance of additional common stock. In connection with the private placement of common stock and warrants that closed in October 2016, the Company issued warrants to purchase an aggregate of 1,617,506 shares of common stock (the “PPM Warrants”). These PPM Warrants were issued between August 31, 2016 and October 30, 2016, are exercisable at $3.00 per share and expire between August 30, 2021 and October 29, 2021. These warrants contain a full-ratchet anti-dilution price protection provision that requires liability treatment. The fair value of these warrants at February 28, 2017 was determined to be approximately $1.9 million, as calculated using the Monte Carlo simulation. The Monte Carlo simulation as of February 28, 2017 used the following weighted-average assumptions: (1) stock price of $1.50; (2) a risk-free rate of 1.66%; (3) an expected volatility of 131%; and (4) a fundraising event to occur on May 31, 2017, that would result in the issuance of additional common stock. The price protection provision expired on April 30, 2017, and the Company reclassified approximately $1.5 million of derivative warrant liability to equity, as referenced in Note 5. |