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 1 or 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 valuation 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, 2024, and 2023. 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, 2024 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($5,786 included in cash and cash equivalents) $ 213,184 $ 213,184 $ — $ — Commercial paper ($18,210 included in cash and cash equivalents) 43,931 — 43,931 — U.S. government agency bonds ($2,995 included in cash and cash equivalents) 33,358 — 33,358 — Money market fund investments (included in cash and cash equivalents) 10,875 10,875 — — Corporate debt securities 10,425 10,425 — Total fair value of assets $ 311,773 $ 224,059 $ 87,714 $ — Liabilities: MSKCC success payments liability $ 841 $ — $ — $ 841 Total fair value of liabilities $ 841 $ — $ — $ 841 Fair Value Measurements as of December 31, 2023 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury bills ($23,527 included in cash and cash equivalents) $ 262,439 $ 262,439 $ — $ — Commercial paper ($9,759 included in cash and cash equivalents) 40,373 — 40,373 — U.S. government agency bonds 40,185 — 40,185 — Money market fund investments (included in cash and cash equivalents) 17,876 17,876 — — Corporate debt securities 11,531 — 11,531 — Total fair value of assets $ 372,404 $ 280,315 $ 92,089 $ — Liabilities: MSKCC success payments liability $ 2,939 $ — $ — $ 2,939 Total fair value of liabilities $ 2,939 $ — $ — $ 2,939 The fair value and amortized cost of cash equivalents and available-for-sale marketable securities by major security type as of June 30, 2024, and December 31, 2023, are presented in the following tables (in thousands): As of June 30, 2024 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($5,786 included in cash and cash equivalents) $ 213,408 $ 11 $ (235) $ 213,184 Commercial paper ($18,210 included in cash and cash equivalents) 43,961 — (30) 43,931 U.S. government agency bonds ($2,995 included in cash and cash equivalents) 33,414 — (56) 33,358 Money market fund investments (included in cash equivalents) 10,875 — — 10,875 Corporate debt securities 10,435 5 (15) 10,425 Total cash equivalents and marketable securities $ 312,093 $ 16 $ (336) $ 311,773 Classified as: Cash and cash equivalents $ 37,866 Marketable securities, short-term 223,783 Marketable securities, long-term 50,124 Total cash equivalents and marketable securities $ 311,773 As of December 31, 2023 Amortized Cost Basis Unrealized Gains Unrealized Losses Estimated Fair Value U.S. Treasury bills ($23,527 included in cash and cash equivalents) $ 262,328 $ 331 $ (220) $ 262,439 Commercial paper ($9,759 included in cash and cash equivalents) 40,386 — (13) 40,373 U.S. government agency bonds 40,295 1 (111) 40,185 Money market fund investments (included in cash equivalents) 17,876 — — 17,876 Corporate debt securities 11,489 50 (8) 11,531 Total cash equivalents and marketable securities $ 372,374 $ 382 $ (352) $ 372,404 Classified as: Cash and cash equivalents $ 51,162 Marketable securities, short-term 277,665 Marketable securities, long-term 43,577 Total cash equivalents and marketable securities $ 372,404 The following table presents the fair value of available-for-sale marketable securities by contractual maturities (in thousands): June 30, 2024 Due in less than one year $ 223,783 Due in one to five years 50,124 Total $ 273,907 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, 2023 $ 2,939 Change in fair value (2,098) Balance at June 30, 2024 $ 841 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 $1.8 million and $0.3 million change in the fair value of the MSKCC success payments liability as a gain in other income (expense) in our unaudited condensed consolidated statements of operations and comprehensive loss for the three months ended June 30, 2024, and 2023, respectively. We recorded a $2.1 million and $0.5 million change in the fair value of the MSKCC success payments liability as a gain in other income (expense) in our unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024, and 2023, respectively. The table below summarizes key assumptions used in the valuation of the MSKCC success payments liability: As of Fair value of common stock $ 5.73 Risk-free interest rate 3.88% Expected volatility 79% Probability of achieving multiple of Initial Share Price (1) 5.2% to 18.1% Expected term (years) 3.7 to 5.2 (1) MSKCC is entitled to certain success payments if our common stock fair value increases, during a specified time period, 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 (“Initial Share Price”). 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 time period from the initiation of our AMpLify 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 (“MSKCC Agreement”) until 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, 2024, 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 $1.64 per share. |