Investments and Fair Value Measurements | Investments and Fair Value Measurements The Company holds investment securities that consist of highly liquid, investment grade debt securities. The Company determines the fair value of its investment securities based upon one or more valuations reported by its investment accounting and reporting service provider. The investment service provider values the securities using a hierarchical security pricing model that relies primarily on valuations provided by an industry-recognized valuation service. Such valuations may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curves, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, and broker and dealer quotes, as well as other relevant economic measures. The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023: March 31, 2024 Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Commercial paper $ 1,198,000 $ — $ 1,198,000 $ — Corporate notes/bonds 6,374,000 — 6,374,000 — U.S. treasuries 4,989,000 — 4,989,000 — Total investments: $ 12,561,000 $ — $ 12,561,000 $ — Money market funds $ 12,041,000 $ 12,041,000 $ — $ — Commercial paper classified as restricted investments 2,646,000 — 2,646,000 — U.S. treasuries classified as restricted investments 21,800,000 — 21,800,000 — Total restricted investments: $ 24,446,000 $ — $ 24,446,000 $ — Liabilities: Contingent consideration $ 10,250,000 $ — $ — $ 10,250,000 Convertible notes payable $ 29,080,000 $ — $ — $ 29,080,000 Purchase option liability $ 5,060,000 $ — $ — $ 5,060,000 December 31, 2023 Total Fair Value and Carrying Value on Balance Sheet Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Corporate notes/bonds 14,360,000 — 14,360,000 — U.S. treasuries 34,463,000 34,463,000 Total investments: $ 48,823,000 $ — $ 48,823,000 $ — Money market funds $ 9,752,000 $ 9,752,000 $ — $ — Commercial paper classified as restricted investments 5,432,000 — 5,432,000 — U.S. treasuries classified as restricted investments 29,685,000 — 29,685,000 — Total restricted investments: $ 35,117,000 $ — $ 35,117,000 $ — Liabilities: Contingent consideration $ 10,890,000 $ — $ — $ 10,890,000 Convertible notes payable $ 69,803,000 $ — $ — $ 69,803,000 Purchase option liability $ 8,534,000 $ — $ — $ 8,534,000 Money Market Funds are classified as cash equivalents on the unaudited condensed consolidated balance sheet. Contingent Consideration Contingent consideration relates to the acquisitions of BioDiscovery and Purigen. The outcome of the milestone consideration for all contingent consideration liabilities is binary, meaning the milestones are either achieved or not achieved, and the only other variable factor is the timing of when the milestones are achieved. The fair value measurement of the contingent consideration liabilities is based on significant inputs not observed in the market (Level 3 inputs). These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect the Company’s assumptions in measuring fair value. The fair value of the BioDiscovery contingent consideration liability is reassessed on a quarterly basis using a probability weighted model. Assumptions used to estimate the fair value of the contingent consideration related to the acquisition of BioDiscovery include the probability of achieving, or changes in timing of certain milestones, and a discount rate of 3%. The Company determined the fair value of the BioDiscovery milestone consideration using a scenario-based technique, as the trigger for payment is event driven. On October 2, 2023, the $10.0 million milestone consideration was paid in full. Any change in fair value of the contingent consideration during the prior years was due to the passage of time. Contingent consideration liabilities related to the Purigen milestones are related to the achievement of two independent milestones with aggregate possible milestone payments totaling $32.0 million. The fair value of the Purigen milestones are reassessed on a quarterly basis using a probability weighted model and a Monte Carlo Simulation. Assumptions used to estimate the fair value of the milestones using a probability weighted model include the probability of achieving independent milestones, anticipated payment date and a discount rate of 13.3% and 13.2% as of March 31, 2024 and December 31, 2023, respectively. The Company determined the fair value of this milestone consideration using a scenario-based technique, as the trigger for payment is event driven. The Company determined the likelihood of each independent milestone and used probability factors ranging from 0% to 49% which were applied to the individual payments over the five year milestone term. The probability factors as of December 31, 2023 ranged from 9% to 49%. For one milestone, a Monte Carlo Simulation was performed to determine the likelihood that the milestone will be achieved to determine the milestone consideration payment. Assumptions include the projected units, revenue discount rates of 8% and 7% and discount rates of 13.3% and 13.2% as of March 31, 2024 and December 31, 2023, respectively. The fair value of the Purigen contingent consideration as of March 31, 2024 and December 31, 2023 were $10.3 million and $10.9 million, respectively. Convertible notes payable and purchase option liability March 31, 2024 December 31, 2023 Expected volatility 82.60 % 80.20 % Risk-free interest rate 5.33 % 4.92 % Term to maturity (years) 0.42 0.80 Debt discount rate 17.10 % 17.11 % Equity discount rate 5.33 % 4.92 % The table above uses a weighted average of assumptions based on the fair value of the Notes. The volatility is based on an analysis of the Company, the risk-free rate is based on US treasury yields, the equity discount rate is based on term-specific US treasury yields, and the debt discount rate is based on the Company’s credit rating. In connection with the Notes, the Purchaser was granted an option which expires on the maturity date of the Notes to purchase up to an additional $25.0 million aggregate principal amount of private placement notes (the “Subsequently Purchased Notes”) and warrants (refer to Note 5 - High Trail Agreement). The estimated fair value of the Purchase Option as of the valuation date was assessed as the difference in the aggregate indicated value of the Subsequently Purchased Notes and the consideration to be paid upon exercising the option which was estimated to be $5.1 million and $8.5 million at March 31, 2024 and December 31, 2023, respectively. The terms used to estimate the fair value of the Subsequently Purchased Notes and warrant underlying the Purchase Option liability (the “Subsequently Purchased Warrants”) are as follows: Subsequently Purchased Notes Subsequently Purchased Warrants March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Expected volatility 81.50 % 80.20 % 75.80 % 66.20 % Risk-free interest rate 4.79 % 4.46 % 4.17 % 3.80 % Term to maturity (years) 1.42 1.50 5.00 5.00 Dividend yield — % — % — % — % Exercise price — — $3.19 $3.19 Debt discount rate 16.50 % 16.60 % — % — % Equity discount rate 4.79 % 4.46 % — % — % Changes in estimated fair value of contingent consideration liability, convertible notes payable and option liability in the three months ended March 31, 2024 are as follows: Contingent Consideration Liability (Level 3 Measurement) Convertible Notes Payable (Level 3 Measurement) Option Liability (Level 3 Measurement) Balance as of January 1, 2024 $ 10,890,000 $ 69,803,000 $ 8,534,000 Issuance of convertible notes payable and option — — — Change in estimated fair value, recorded in selling, general and administrative expenses (640,000) — — Changes in estimated fair value, recorded in other income (expense), net — (4,060,000) (3,474,000) Change in instrument specific credit risk recorded in OCI — — — Conversions to common stock — — — Cash payments or redemptions — (36,663,000) — Balance as of March 31, 2024 $ 10,250,000 $ 29,080,000 $ 5,060,000 Changes in estimated fair value of contingent consideration liability in the three months ended March 31, 2023 is as follows: Contingent Consideration Liability (Level 3 Measurement) Balance as of January 1, 2023 $ 22,352,000 Liability recorded as a result of current period acquisition — Change in estimated fair value, recorded in selling, general and administrative expenses 789,000 Cash payments — Balance as of March 31, 2023 $ 23,141,000 Available for Sale Investments The Company invests its excess cash in U.S. Treasury and agency securities, corporate debt securities, and commercial paper, which are classified as available-for-sale investments. These investments are carried at fair value and are included in the tables below. The Company records an allowance for credit losses when unrealized losses are due to credit-related factors. At each reporting date, the Company evaluates securities with unrealized losses to determine whether such losses, if any, are due to credit-related factors. The Company evaluates, among others, whether the Company has the intention to sell any of these investments and whether it is not more likely than not that the Company will be required to sell any of them before recovery of the amortized cost basis. Neither of these criteria were met in any period presented. The credit ratings of the securities held remain of the highest quality. Moreover, the Company continues to receive payments of interest and principal as they become due, and our expectation is that those payments will continue to be received timely. Based on this evaluation, as of March 31, 2024 and December 31, 2023, the Company determined that unrealized losses of the below securities were primarily attributable to changes in interest rates and non-credit related factors. As such, no allowances for credit losses were recorded during these periods. As of March 31, 2024 and December 31, 2023, the Company held 20 and 15 securities, respectively, which have been in an unrealized loss position for a period of less than 12 months. As of March 31, 2024 and December 31, 2023, the Company held 0 and 2 securities, respectively, which have been in an unrealized loss position for a period of greater than 12 months. Realized gains and losses are calculated using the specific identification method and recorded in other income (expense) in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. The Company has the ability, if necessary, to liquidate any of its cash equivalents and marketable securities to meet its liquidity needs in the next 12 months. During the quarter ended March 31, 2024, the Company sold 6 of its available for sale securities and received proceeds of $21.5 million. During the quarter ended March 31, 2024, the Company recognized a loss of $0.001 million in other income relating to the maturity of its securities. Amounts are reclassified out of accumulated other comprehensive income into earnings using the specific identification method. Interest receivable as of March 31, 2024 and December 31, 2023 was $0.2 million and $0.3 million, respectively, and is recorded as a component of prepaid expenses and other current assets on the unaudited condensed consolidated balance sheets. As of March 31, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments: Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value Commercial paper Less than 1 $ 1,199,000 $ — $ (1,000) $ 1,198,000 Corporate notes/bonds Less than 1 6,374,000 — — 6,374,000 U.S. treasuries Less than 1 4,989,000 — — 4,989,000 Total maturity less than 1 year $ 12,562,000 $ — $ (1,000) $ 12,561,000 As of March 31, 2024, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities listed as restricted investments: Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value Commercial paper Less than 1 $ 2,650,000 $ — $ (4,000) $ 2,646,000 U.S. treasuries Less than 1 21,813,000 — (13,000) 21,800,000 Total maturity less than 1 year $ 24,463,000 $ — $ (17,000) $ 24,446,000 As of December 31, 2023, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities presented within investments: Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value Corporate notes/bonds Less than 1 $ 14,369,000 $ — $ (9,000) $ 14,360,000 U.S. treasuries Less than 1 34,459,000 4,000 — 34,463,000 Total maturity less than 1 year $ 48,828,000 $ 4,000 $ (9,000) $ 48,823,000 As of December 31, 2023, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities listed as restricted investments: Remaining Contractual Maturity (in years) Amortized Cost Unrealized Gains Unrealized Losses Aggregate Estimated Fair Value Commercial paper Less than 1 $ 5,435,000 $ — $ (3,000) $ 5,432,000 U.S. treasuries Less than 1 29,682,000 5,000 (2,000) 29,685,000 Total maturity less than 1 year $ 35,117,000 $ 5,000 $ (5,000) $ 35,117,000 As of March 31, 2024, the following table summarizes available-for-sale securities in an unrealized loss position: Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Commercial paper $ 1,198,000 $ (1,000) $ — $ — $ 1,198,000 $ (1,000) Corporate Notes/Bonds 6,374,000 — — — 6,374,000 — U.S. treasuries 4,989,000 — — — 4,989,000 — Total $ 12,561,000 $ (1,000) $ — $ — $ 12,561,000 $ (1,000) As of March 31, 2024, the following table summarizes available-for-sale securities listed as restricted investments in an unrealized loss position: Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Commercial paper $ 2,646,000 $ (4,000) $ — $ — $ 2,646,000 $ (4,000) U.S. treasuries 21,800,000 (13,000) — — 21,800,000 (13,000) Total $ 24,446,000 $ (17,000) $ — $ — $ 24,446,000 $ (17,000) As of December 31, 2023, the following table summarizes available-for-sale securities in an unrealized loss position: Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Corporate Notes/Bonds $ 2,362,000 $ (5,000) $ 10,001,000 $ (4,000) $ 12,363,000 $ (9,000) Total $ 2,362,000 $ (5,000) $ 10,001,000 $ (4,000) $ 12,363,000 $ (9,000) As of December 31, 2023, the following table summarizes available-for-sale securities listed as restricted investments in an unrealized loss position: Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Commercial paper $ 5,432,000 $ (3,000) $ — $ — $ 5,432,000 $ (3,000) U.S. treasuries 11,789,000 (2,000) — — 11,789,000 (2,000) Total $ 17,221,000 $ (5,000) $ — $ — $ 17,221,000 $ (5,000) |