USA [Financial Statements/US GAAP] Loss of exercising the warrant that is in connection with debt

May 13, 2022
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United States
I have a question about the loss that arises from exercising the warrant in connection with debt. The following paragraph is from a public company's financial statements (link to the statement; Page 17):

On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, OTI issued a warrant to purchase 4,513,993 shares of
Series B redeemable convertible preferred stock of the Company at an exercise price of $0.3323 per share (the “Series B warrants”). The Series B warrants
could be exercised prior to the earliest to occur of (i) the
10-year anniversary of the date of issuance, (ii) the consummation of a liquidation transaction, or (iii) the consummation of an initial public offering. The Series
B warrants included a cashless exercise provision under which their holders may, in lieu of payment of the exercise price in cash, surrender the warrant and
receive a net amount of shares based on the fair market value of the Company’s stock at the time of exercise of the warrants after deduction of the aggregate
exercise price. The Series B warrants contained provisions for adjustment of the exercise price and number of shares issuable upon the exercise of the Series B
warrants in the event of certain stock dividends, stock splits, reorganizations, reclassifications, and consolidations.
The Series B warrants were initially recognized as a liability at a fair value of $0.7 million. The Series B warrants were exercised on February 11, 2021 and the
warrant liability was remeasured to fair value as of that date, resulting in a loss of $8.3 million for the three months ended March 31, 2021, classified within
other income (expense), net in the consolidated statements of operations and comprehensive loss. Upon exercise redeemable convertible preferred stock
converted into common stock pursuant to the conversion rate effective immediately prior to the Merger.
Meanwhile, from the Page 9 of the same report:
Immediately prior to the effective time of the Merger, (1) each share of OTI’s Series B Preferred Stock, par value $0.00001 per share (the “OTI Preferred
Stock”), converted into one share of common stock, par value $0.00001 per share, of OTI (the “OTI common stock” and, together with OTI Preferred Stock,
the “OTI Capital Stock”) (such conversion, the “OTI Preferred Conversion”) and (2) all of the outstanding warrants to purchase shares of OTI Capital Stock
were exercised in full or terminated in accordance with their respective terms (the “OTI Warrant Settlement”).
My question is: how to understand that $8.3 million loss? I guess the following equation holds:

{loss_from_exercising_the_warrant} = {stock_price_at_exercising_date - exercise_price} * {share_count}

Based on the financial statement:
  • {loss_from_exercising_the_warrant} = $8.3 million
  • {stock_price_at_exercising_date} = $8.75 (I googled it by the stock Ticker OUST because one Series B preferred stock is equivalent to one common stock)
  • {exercise_price} = $0.3323
  • {share_count} = 4,513,993
Apparently, the equation does not hold. Could anyone point out my mistake?

Thank you so much!

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