Fair Value Measurements and Financial Instruments | 3. Fair Value Measurements and Financial Instruments For a description of the fair value hierarchy and the Company’s fair value methodology, see Note 2 – Summary of Significant Accounting Policies in the Annual Report. There were no significant changes in these methodologies during the three months ended March 31, 2024. As of March 31, 2024, the Company’s highly liquid money market funds are included within cash equivalents. The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Financial assets: Money market funds (1) $ 3,904 $ — $ — $ 3,904 Long-term receivable from GCBP — — 4,780 4,780 Total financial assets $ 3,904 $ — $ 4,780 $ 8,684 Financial liabilities: CVR derivative liability, noncurrent $ — $ — $ 4,780 $ 4,780 Warrant liability, noncurrent — — 8,547 8,547 Total financial liabilities $ — $ — $ 13,327 $ 13,327 December 31, 2023 Level 1 Level 2 Level 3 Total Financial assets: Money market funds (1) $ 5,860 $ — $ — $ 5,860 Long-term receivable from GCBP — — 4,722 4,722 Total financial assets $ 5,860 $ — $ 4,722 $ 10,582 Financial liabilities: CVR derivative liability $ — $ — $ 4,722 $ 4,722 Warrant liability, noncurrent — — 12,835 12,835 Total financial liabilities $ — $ — $ 17,557 $ 17,557 (1) Included in cash and cash equivalents on the accompanying condensed consolidated balance sheets. The carrying amounts of cash, accounts and note receivables, net, other receivables, accounts payable, due to related parties, CVR excess closing cash payable, and accrued liabilities approximate their fair values due to the short-term maturity of these instruments. During the three months of March 31, 2024 and the year ended December 31, 2023, there were no transfers of fair value measurement between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and liabilities. Long-term Receivables and Derivative Liabilities Concurrent with the signing of the Business Combination Agreement on December 26, 2022, Catalyst and the Rights Agent (as defined in the CVR Agreement) executed a contingent value rights agreement (the “CVR Agreement”), as amended on March 29, 2023 , pursuant to which each holder of Catalyst common stock as of January 5, 2023 (each, a “CVR Holder”), excluding GNI Japan and GNI Hong Kong Limited (“GNI HK”), received one contractual CVR for each share of Catalyst common stock held by such holder. Each CVR entitles the holder thereof to receive certain cash payments in the future. The long-term receivable and the corresponding CVR derivative liability, noncurrent relate to the asset purchase agreement with GC Biopharma Corp. (“GCBP”). The fair value of this long-term receivable and derivative liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. The estimated fair value of the long-term receivable and CVR derivative liability, noncurrent was determined based on the anticipated amount and timing of projected cash flows to be received from GCBP pursuant to the GCBP asset purchase agreement discounted to their present values using an estimated discount rate of 5.05 % . As of March 31, 2024, the Company expects to receive a $ 5.0 million hold-back payment from GCBP in the first quarter of 2025, which will be distributed, net of expenses, to the CVR Holders. The change in fair value of the long-term receivable from GCBP and the corresponding CVR derivative liability, noncurrent was recorded in interest and other income, net on the condensed consolidated statement of operations and comprehensive income. Warrant Liability In October 2023, Catalyst entered into a Securities Purchase Agreement for a private placement with GNI USA (the “Private Placement” ). The Private Placement closed immediately following the Contributions, on October 30, 2023. Upon closing of the Private Placement, the Company issued 811 shares of Series X Convertible Preferred Stock, par value $ 0.001 per share (the “Convertible Preferred Stock”) and warrants to purchase up to 811 shares of Convertible Preferred Stock (the “Preferred Stock Warrants”) to GNI USA for an aggregate purchase price of approximately $ 5.0 million. The Preferred Stock Warrants are immediately exercisable at an exercise price of $ 4,915.00 per share of Convertible Preferred Stock and expire on October 30, 2033 . The number of shares of common stock issuable upon exercise and conversion of the Preferred Stock Warrants is 540,666 . The Company accounted for the Private Placement as a non-arm’s length transaction. The Preferred Stock Warrants were initially recognized at fair value upon issuance and the remaining proceeds from the Private Placement were allocated to the Convertible Preferred Stock. The Preferred Stock Warrants are freestanding financial instruments classified as a warrant liability on the Company’s condensed consolidated balance sheet. The Preferred Stock Warrants are revalued in each reporting period with the change in fair value recorded as change in fair value of warrant liability in other income (expense), net on the condensed consolidated statement of operations and comprehensive income. The fair value of the warrant liability is estimated based on the Black-Scholes option pricing model using the following weighted-average assumptions: March 31, 2024 December 31, 2023 Share price $ 17.48 $ 25.70 Exercise price $ 4,915.00 $ 4,915.00 Dividend yield — % — % Risk-free interest 4.20 % 3.88 % Term (years) 9.58 9.83 Expected volatility 84.00 % 84.00 % The following table sets forth the changes in the estimated fair value of the Company’s Level 3 financial assets and liabilities (in thousands): Long-term receivable CVR derivative Warrant from GCBP liability, noncurrent liability Balance at December 31, 2023 $ 4,722 $ 4,722 $ 12,835 Changes in fair value 58 58 ( 4,288 ) Balance at March 31, 2024 $ 4,780 $ 4,780 $ 8,547 Financial Instruments Cash equivalents consisted of the following (in thousands): March 31, 2024 Amortized Gross Gross Estimated Money market funds (cash equivalents) $ 3,904 $ — $ — $ 3,904 Total financial assets $ 3,904 $ — $ — $ 3,904 Classified as: Cash and cash equivalents $ 3,904 Total financial assets $ 3,904 December 31, 2023 Amortized Gross Gross Estimated Money market funds (cash equivalents) $ 5,860 $ — $ — $ 5,860 Total financial assets $ 5,860 $ — $ — $ 5,860 Classified as: Cash and cash equivalents $ 5,860 Total financial assets $ 5,860 |