Fair Value of Financial Assets and Liabilities | Note 6-Fair Value of Financial Assets and Liabilities The following table presents the Company’s assets and liabilities that are measured at fair value at June 30, 2022 and December 31, 2021: Fair value measured at June 30, 2022 Total at Quoted prices Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual funds $ 304,327 $ 304,327 $ - $ - Investment in joint ventures $ 387,400 $ - $ - $ 387,400 Note receivable - current $ 50,000 $ - $ - $ 50,000 Fair value measured at December 31, 2021 Total at Quoted prices Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual funds $ 1,892,837 $ 1,892,837 $ - $ - Investment in joint ventures $ 410,000 - - $ 410,000 Note receivable - current $ 50,000 - - $ 50,000 Level 3 Measurement The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis: Investment in joint ventures at fair value at December 31, 2021 $ 410,000 Change in fair value of investments in joint ventures (22,600 ) Investment in joint ventures at fair value at June 30, 2022 $ 387,400 Investment in joint ventures The Company has elected to measure the investment in joint ventures using the fair value option at each reporting date. Under the fair value option, bifurcation of an embedded derivative is not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value will be reflected in interest income and other, net in the consolidated statements of operations. The value at which the Company’s investment in joint ventures is carried on its books is adjusted to estimated fair value at the end of each quarter, taking into account general economic and stock market conditions and those characteristics specific to the underlying investments. Investment in HaloVax On March 23, 2020, the Company entered into a Development and Royalty Agreement (the “Development and Royalty Agreement”) with Voltron Therapeutics, Inc. (“Voltron”) to form a joint venture entity named HaloVax, LLC (“HaloVax”) to jointly develop potential product candidates for the prevention of COVID-19 based upon certain technology that had been exclusively licensed by Voltron from The General Hospital Corporation (d/b/a Massachusetts General Hospital). Pursuant to the Development and Royalty Agreement, the Company is entitled to receive sales-based royalties. In addition, pursuant to the terms of the Development and Royalty Agreement, on March 23, 2020, the Company and HaloVax entered into a Membership Interest Purchase Agreement pursuant to which the Company purchased 5% of HaloVax’s outstanding membership interests for $250,000 on March 27, 2020 (the “Initial Closing Date”) and had the option to purchase up to an additional 25% of HaloVax’s membership interests (for $3,000,000 (inclusive of the $250,000)), which option expired 30 days after the Initial Closing Date. On May 28, 2020, the Company entered into a Membership Interest Purchase Agreement to purchase 1% of HaloVax’s outstanding membership interest for a purchase price of $100,000. No change in fair value occurred during the six months ended June 30, 2022. The investment in HaloVax was valued $350,000 as of June 30, 2022 and December 31, 2021. Investment in Zylö In connection with the Company’s March 2020 underwritten public offering of shares of its common stock, on May 4, 2020, the Company purchased 120,000 shares of Zylö’s Class B common stock for $60,000. No change in fair value occurred during the six months ended June 30, 2022. On December 8, 2021, the Company entered into a third amendment (the “Zylö Amendment”) to the Exclusive Sublicense Agreement with Zylö originally dated August 19, 2019, pursuant to which the Company licensed its novel cannabinoid therapeutic, HT-005 for lupus patients, back to Zylö. Pursuant to the Zylö Amendment, on December 6, 2021, Zylö issued the Company 100,000 shares of its Class B common stock. In addition, pursuant to the Zylö Amendment, within 90 days following a sale by Zylö of all of its assets and rights related to HT-005 to a third-party (a “Sale”), Zylö shall pay the Company a low single digit percent of the net proceeds received by it attributable to HT-005 in the United States and Canada and their respective territories (collectively, the “Territory”) for the purposes of therapeutic uses related to lupus in humans (the “Field”). After the Sale, any and all rights of the Company pursuant to the Exclusive Sublicense Agreement, including all amendments thereto, shall terminate. Furthermore, pursuant to the Zylö Amendment, following the date of the first commercial sale of HT-005 in the Territory, in the Field, Zylö shall pay the Company (i) a low single digit percent of the Net Sales (as defined in the Exclusive Sublicense Agreement) of HT-005 in the event HT-005 is sold in the Territory and (ii) a low double digit percent of any royalty that Zylö receives through the sublicense to a third-party based on Net Sales of HT-005 in the Territory which payments shall continue in each country in the Territory until expiration of the last-to-expire Valid Claim (as defined in the Exclusive Sublicense Agreement). Zylö conducted a 409A valuation on their Class B Common shares and valued its share price at $0.17 per share. This value was ratified by Zylö’s board of directors in May 2022. Therefore, the Company recorded approximate $23,000 in unrealized loss on this investment during the second quarter of 2022. The investment in Zylö was valued at $37,000 and $60,000 as of June 30, 2022 and December 31, 2021, respectively. Note receivable As of June 30, 2022, the fair value of the Isoprene Note was measured at $50,000, taking into consideration cost of the investment, market participant inputs, market conditions, liquidity, operating results and other qualitative and quantitative factors. No change in fair value was recorded during the six months ended June 30, 2022. |