Annual report pursuant to Section 13 and 15(d)

Fair Value of Financial Assets and Liabilities

v3.22.4
Fair Value of Financial Assets and Liabilities
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value of Financial Assets and Liabilities
(3)
Fair Value of Financial Assets and Liabilities

The following table presents information about the Company’s financial assets that were carried at fair value on a recurring basis on the consolidated balance sheet as of December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value.

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

  Corporate bonds

 

$

7,781

 

 

$

 

 

$

7,781

 

 

$

 

  Commercial paper

 

 

15,232

 

 

 

 

 

 

15,232

 

 

 

 

  U.S. Treasury bonds

 

 

16,699

 

 

 

 

 

 

16,699

 

 

 

 

 

 

$

39,712

 

 

$

 

 

$

39,712

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

  Corporate bonds

 

$

31,703

 

 

$

 

 

$

31,703

 

 

$

 

  Commercial paper

 

 

5,293

 

 

 

 

 

 

5,293

 

 

 

 

  U.S. Treasury bonds

 

 

16,902

 

 

 

 

 

 

16,902

 

 

 

 

 

 

$

53,898

 

 

$

 

 

$

53,898

 

 

$

 

 

See Note 4 for details on the short-term investments. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate their fair value based on the short-term maturity of these instruments.

The following table presents information about the Company’s debt, Exchangeable Notes, Derivative liability and RLNs and indicates the fair value hierarchy of the valuation inputs utilized to determine the approximate fair value:

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

Book Value

 

 

Approximate Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Exchangeable Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term exchangeable notes

 

$

10,094

 

 

$

10,827

 

 

$

 

 

$

10,827

 

 

$

 

Derivative liability - exchange option and change of control

 

 

196

 

 

 

196

 

 

 

 

 

 

 

 

 

196

 

Revenue Futures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalty-linked notes

 

 

18,372

 

 

 

18,372

 

 

 

 

 

 

 

 

 

18,372

 

Total

 

$

28,662

 

 

$

29,395

 

 

$

 

 

$

10,827

 

 

$

18,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

Book Value

 

 

Approximate Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

1,627

 

 

$

1,627

 

 

$

 

 

$

1,627

 

 

$

 

Exchangeable Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term exchangeable notes

 

 

6,930

 

 

 

9,495

 

 

 

 

 

 

9,495

 

 

 

 

Derivative liability - exchange option and change of control

 

 

6,058

 

 

 

6,058

 

 

 

 

 

 

 

 

 

6,058

 

Revenue Futures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Royalty-linked notes

 

 

17,968

 

 

 

17,968

 

 

 

 

 

 

 

 

 

17,968

 

Total

 

$

32,583

 

 

$

35,148

 

 

$

 

 

$

11,122

 

 

$

24,026

 

The book value of the current portion of long-term debt approximates its fair value due to the short-term nature of the balance.

The fair value of long-term Exchangeable Notes was determined using DCF analysis using the fixed interest rate outlined in the indenture governing the Exchangeable Notes (Exchangeable Notes Indenture), without consideration of transaction costs, which represents a Level 2 basis of fair value measurement.

The Level 3 liabilities held as of December 31, 2022 consist of the embedded exchange option and change of control premium contained in the Exchangeable Notes (see Note 10 – Debt) and a separate financial instrument, that was issued as part of the Units, the RLNs (see Note 11 – Royalty-Linked Notes). The exchange option and change of control premium met the criteria requiring these to be bifurcated and accounted for separately from the host debt in accordance with ASC 815-15, Derivatives and Hedging; Embedded Derivatives. The exchange option and change of control premium are presented as a Derivative liability upon issuance of the Exchangeable Notes under the Private Placement and Rights Offering and are subsequently remeasured to fair value at the end of each reporting period. At any time on or after January 21, 2021, subject to specified limitations, the Exchangeable Notes are exchangeable for the Company’s ordinary shares, cash or a combination of ordinary shares and cash, at an exchange rate of 87.8139 shares per $1,000 of principal and interest on the Exchangeable Notes (equivalent to an exchange price of approximately $11.3877 per ordinary share) as of December 31, 2022, which was adjusted from an initial exchange rate of 66.666 shares per $1,000 principal and interest on the Exchangeable Notes (equivalent to an initial exchange price of $15.00 per ordinary share) and is subject to further adjustment pursuant to the terms of the Exchangeable Notes Indenture. Beginning on January 21, 2021 to December 31, 2022, certain noteholders of $39,201 aggregate principal amount of Exchangeable Notes have exchanged their notes for an aggregate of 3,592,555 of the Company’s ordinary shares, which included accrued and unpaid interest relating to such notes. The aggregate principal amount of Exchangeable Notes outstanding as of December 31, 2022 was $12,607. The fair value of the exchange option at December 31, 2022 is $49.

In the event of a fundamental change that is not a liquidation event (Fundamental Change), under the Exchangeable Notes Indenture, the Company will be required to pay each holder of an Exchangeable Note the greater of three times the outstanding principal amount of such Exchangeable Note and the consideration that would be received by the holder of such Exchangeable Note, in connection with such Fundamental Change, if the holder had exchanged its note for ordinary shares immediately prior to the consummation of such Fundamental Change, plus any accrued and unpaid interest. The Derivative liability, representing the change of control feature, was recorded at a fair value of $147 at December 31, 2022.

The fair value of each component of the Derivative liability was determined using the binomial option pricing model, and in the case of the change of control component, in combination with a DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the Derivative liability as of December 31, 2022 include the terms of the Exchangeable Notes Indenture, the Company’s share price and market capitalization, the expected annual

volatility of the Company’s ordinary shares, management’s assumption regarding the probability of a Fundamental Change pursuant to the terms of the Exchangeable Notes Indenture, and the risk-free interest rate. Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value.

The following table presents the changes in fair value of the Company's Derivative liability:

 

 

Year Ended December 31, 2022

 

 

Year Ended December 31, 2021

 

Balance at January 1

 

$

6,058

 

 

$

28,865

 

Conversion of Exchangeable Notes

 

 

 

 

 

(80,512

)

Adjustment to fair value

 

 

(5,862

)

 

 

57,705

 

Balance at December 31

 

$

196

 

 

$

6,058

 

The following summary table shows the assumptions used in the binomial option pricing model to estimate the fair value of the exchange option:

 

 

December 31,
2022

 

December 31,
2021

Share price

 

$0.84

 

$5.88

Market capitalization

 

$10,582,858

 

$71,647,911

Volatility

 

100%

 

130%

Risk-free interest rate

 

4.46%

 

1.00%

Dividend rate

 

0%

 

0%

The additional significant assumption used in the DCF model to estimate the fair value of the change of control feature at December 31, 2022 was management’s assumption regarding the probability of a Fundamental Change pursuant to the terms of the Exchangeable Notes Indenture.

The RLN liability is carried at fair value on the consolidated balance sheet (see Note 11 – Royalty-Linked Notes). The total fair value of $18,372 was determined using DCF analysis, without consideration of transaction costs, which represents a Level 3 basis of fair value measurement. The key inputs to valuing the RLNs were the terms of the indenture governing the RLNs (RLN Indenture), the expected cash flows to be received by holders of the RLNs based on management’s revenue forecasts of U.S. sulopenem sales and a risk-adjusted discount rate to derive the net present value of expected cash flows. The RLNs will be subject to a maximum return amount, including all principal and payments and certain default interest in respect of uncurable defaults, of $160.00 (or 4,000 times the principal amount of such note). The discount rate applied to the model was 22% and 20% for the years ended December 31, 2022 and 2021, respectively. Fair value measurements are highly sensitive to changes in these inputs and significant changes in these inputs could result in a significantly higher or lower fair value.

There have been no transfers of assets or liabilities between the fair value measurement levels.