Annual report pursuant to Section 13 and 15(d)

FAIR VALUE MEASUREMENTS

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FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2021
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

NOTE 6: FAIR VALUE MEASUREMENTS

Placement Agent Warrants

Pursuant to the terms of the Company’s Class A Preferred Stock offering (see Note 14), the Company will issue upon a Qualified Financing (an external financing of $25.0 million or greater) to the placement agent (“the Placement Agent Warrants”) to purchase 5% of the shares of common stock into which the Class A Preferred Stock converts. This condition was met by the Company’s IPO. The Placement Agent Warrants have a term of five years and are exercisable at a 15% discount to the Qualified Financing price. The Company valued the Placement Agent Warrants using a Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Journey’s warrant liability that are categorized within Level 3 of the fair value hierarchy before the conversion was as follows:

Risk-free interest rate

    

0.98

%

Expected dividend yield

 

Expected term in years

 

1.0

Expected volatility

 

50

%

In connection with the Company’s IPO, the Company issued 111,567 shares of common stock in related to the conversion of all of the placement agent warrants.

Contingent Payment Derivative

In connection with the DFD-29 Agreement, the Company agreed to pay DRL additional consideration upon either an IPO of the Company’s common stock or an acquisition of the Company, the agreement further specifies that only one payment can be made. The contingent payment associated with an IPO of the Company’s common stock, is deemed to be achieved if upon the completion of an IPO the Company’s market capitalization on a fully diluted basis is $150 million or greater at the close of business on the date of such IPO. The payment due for the achievement of the IPO criteria is a follows: (a) issue to DRL a number of shares of the Company’s common stock equal to $5.0 million as calculated using a fifteen (15) day volume weighted average price (“VWAP”) of the Company’s closing price, measured fifteen (15) days following the IPO; or (b) make a cash payment to DRL equal to $5.0 million. As a result of the Company’s IPO on November 16, 2021, calculated using a 15-day VWAP of $9.1721 per share, the Company issued 545,131 unregistered shares of Journey common stock to DRL. The restrictions on the unregistered shares of common stock are governed by the terms set forth in the DFD-29 Agreement and applicable securities laws.

The Company valued the contingent payment discussed above utilizing a Probability Weighted Expected Return Method (PWERM) model using a discount rate of 30% and expected term of 3 – 5 months.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

    

 December 31, 2021

($in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

  

  

  

  

Cash and cash equivalents

$

49,081

$

$

$

49,081

Total

$

49,081

$

$

$

49,081

December 31, 2020

($in thousands)

    

Level 1

    

Level 2

    

Level 3

    

Total

Assets:

Cash and cash equivalents

$

8,246

$

$

$

8,246

Total

$

8,246

$

$

$

8,246

The table below provides a roll-forward of the changes in fair value of Level 3 financial instruments as of December 31, 2021:

    

Warrant

($in thousands)

    

liabilities

Fair value at December 31, 2020

$

Additions:

 

  

Contingent payment warrant

 

3,819

Placement agent warrant

 

362

Change in fair value of warrant liabilities:

Contingent payment warrant

(139)

Placement agent warrant

586

Settlement of warrant liabilities in connection with IPO:

  

Conversion of contingent payment warrants to common shares

(3,680)

Conversion of placement agent warrants to common shares

(948)

Fair value at December 31, 2021

$

During the year ended December 31, 2021, no transfers occurred between Level 1, Level 2, and Level 3 instruments.