Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entireties based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires our management to make judgments and consider factors specific to the asset or liability. Our financial instruments consist of Level 1, Level 2, and Level 3 financial instruments. We generally classify our marketable securities as Level 2. Instruments are classified as Level 2 when observable market prices for identical securities that are traded in less active markets are used. When observable market prices for identical securities are not available, such instruments are priced using benchmark curves, benchmarking of like securities, sector groupings, matrix pricing, and valuation models. These valuation models are proprietary to the pricing providers or brokers and incorporate a number of inputs including, in approximate order of priority: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. For certain security types, additional inputs may be used, or some of the standard inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on any given day. Changes in the ability to observe valuation inputs may result in a reclassification of levels of certain securities within the fair value hierarchy. We recognize transfers into and out of levels within the fair value hierarchy in the period in which the actual event or change in circumstances that caused the transfer occurs. No such transfers occurred during the six months ended June 30, 2023, and 2022. Level 1 financial instruments are comprised of money market fund investments and U.S. Treasury bills. Level 2 financial instruments are comprised of commercial paper, corporate debt securities, and U.S. government agency bonds. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. Level 3 financial instruments consist of the MSKCC success payments liability. The following table sets forth our financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value Measurements as of June 30, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($18,295 included in cash and cash equivalents) $ 159,788 $ 159,788 $ — $ — U.S. government agency bonds 57,010 — 57,010 — Money market fund investments (included in cash and cash equivalents) 47,899 47,899 — — Commercial paper 15,655 — 15,655 — Corporate debt securities 12,169 — 12,169 — Total fair value of assets $ 292,521 $ 207,687 $ 84,834 $ — Liabilities: MSKCC success payments liability $ 1,117 $ — $ — $ 1,117 Total fair value of liabilities $ 1,117 $ — $ — $ 1,117 Fair Value Measurements as of December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Commercial paper ($26,669 included in cash and cash equivalents) $ 96,899 $ — $ 96,899 $ — U.S. Treasury bills 91,966 91,966 — — U.S. government agency bonds ($3,976 included in cash and cash equivalents) 63,659 — 63,659 — Corporate debt securities 36,819 — 36,819 — Money market fund investments (included in cash and cash equivalents) 27,693 27,693 — — Total fair value of assets $ 317,036 $ 119,659 $ 197,377 $ — Liabilities: MSKCC success payments liability $ 1,651 $ — $ — $ 1,651 Total fair value of liabilities $ 1,651 $ — $ — $ 1,651 The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of June 30, 2023, and December 31, 2022 are presented in the following tables (in thousands): As of June 30, 2023 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($18,295 included in cash and cash equivalents) $ 160,455 $ 16 $ (683) $ 159,788 U.S. government agency bonds 57,442 — (432) 57,010 Money market investments (included in cash equivalents) 47,899 — — 47,899 Commercial paper 15,674 — (19) 15,655 Corporate debt securities 12,187 4 (22) 12,169 Total cash equivalents and marketable securities $ 293,657 $ 20 $ (1,156) $ 292,521 Classified as: Cash and cash equivalents $ 66,194 Marketable securities, short-term 193,038 Marketable securities, long-term 33,289 Total cash equivalents and marketable securities $ 292,521 As of December 31, 2022 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value Commercial paper ($26,669 included in cash equivalents) $ 97,024 $ 6 $ (131) $ 96,899 U.S. Treasury bills 92,910 1 (945) 91,966 U.S. government agency bonds ($3,976 included in cash and cash equivalents) 63,926 25 (292) 63,659 Corporate debt securities 37,002 — (183) 36,819 Money market investments (included in cash equivalents) 27,693 — — 27,693 Total cash equivalents and marketable securities $ 318,555 $ 32 $ (1,551) $ 317,036 Classified as: Cash and cash equivalents $ 58,338 Marketable securities, short-term 189,325 Marketable securities, long-term 69,373 Total cash equivalents and marketable securities $ 317,036 The following table sets forth a summary of the changes in the fair value of our Level 3 financial liability (in thousands): MSKCC Success Payments Balance at December 31, 2022 $ 1,651 Change in fair value (534) Balance at June 30, 2023 $ 1,117 Our liability for the MSKCC success payments is carried at fair value and changes are recognized as expense or income as part of other income (expense) until the success payments liability is paid or expires. We recorded a $0.3 million and $1.1 million change in the fair value of the MSKCC success payments liability as a gain in other income (expense) in our condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2023, and 2022, respectively. We recorded $0.5 million and $2.6 million change in fair value of the MSKCC success payments liability as a gain in other income (expense) in our condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023, and 2022, respectively. As of December 31, 2022, we utilized a Monte Carlo simulation model that models the future movement of stock prices based on several key variables. This model requires significant estimates and assumptions in determining the estimated fair value of the MSKCC success payments liability at each balance sheet date. The assumptions used to calculate the fair value of the MSKCC success payments liability are subject to a significant amount of judgment including the expected volatility that was estimated using available information about the historical volatility of stocks of publicly traded companies that are similar to us, the estimated term, and the estimated number and timing of valuation measurement dates. The table below summarizes key assumptions used in the valuation of MSKCC success payments liability: As of Fair value of common stock $ 6.28 Risk-free interest rate 3.88% Expected volatility 79% Probability of achieving multiple of Initial Share Price (1) 3.0% to 10.6% Expected term (years) 4.6 to 6.0 (1) MSKCC is entitled to certain success payments if our common stock fair value increases by certain multiples of value based on a comparison of the fair market value of our common stock to $5.1914 per share, adjusted for any future stock splits (the “Initial Share Price”), during a specified time period. For further information regarding our agreement with MSKCC, see Note 4 to the consolidated financial statements included in our Form 10-K. The computation of expected volatility was estimated using a combination of available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption and the historical and implied volatility of our stock. The risk-free interest rate, expected volatility, and expected term assumptions depend on the estimated timing of our phase 1 clinical trial for our CB-012 product candidate utilizing the know-how, biological materials, and intellectual property licensed under the Exclusive License Agreement, dated November 13, 2020, with MSKCC (the “MSKCC Agreement”) and the estimated timing of marketing approval for this product candidate from the U.S. Food and Drug Administration (“FDA”). In addition, we incorporated the estimated number and timing of valuation measurement dates in the calculation of the MSKCC success payments liability. As of June 30, 2023, we did not note any significant changes to the inputs used in the MSKCC success payments liability fair value calculation, other than a change in the fair value of our common stock to $4.25 per share. |