Fair Value Measurements and Fair Value of Financial Instruments | 3. 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 entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. During the three months ended March 31, 2021, financial assets measured on a recurring basis consist of cash invested in money market accounts, short-term investments, and long-term investments. The fair value of short-term and long-term investments is based upon market prices quoted on the last day of the fiscal period or other observable market inputs. The Company obtains pricing information from its investment manager and generally determines the fair value of investment securities using standard observable inputs, including reported trades, broker/dealer quotes, bids and/or offers. Financial liabilities measured at fair value on a recurring basis include the convertible preferred stock purchase rights liabilities described below. There were no transfers within the hierarchy during the three months ended March 31, 2021 and 2020. Marketable securities, all of which are classified as available-for-sale securities, consisted of the following at March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value Asset backed securities $ 28,614 $ 1 $ (4 ) $ 28,611 Other government agency securities 5,113 — (7 ) 5,106 Commercial paper 91,976 — — 91,976 Corporate debt securities 81,784 — (53 ) 81,731 Total $ 207,487 $ 1 $ (64 ) $ 207,424 December 31, 2020 Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value Asset backed securities $ 2,639 $ — $ — $ 2,639 U.S. treasury securities 1,300 — — 1,300 Commercial paper 6,795 — — 6,795 Corporate debt securities 6,562 1 (1 ) 6,562 Total $ 17,296 $ 1 $ (1 ) $ 17,296 At March 31, 2021 and December 31, 2020, the fair values of the Company’s assets and liabilities, which are measured at fair value on a recurring basis, were determined using the following inputs (in thousands): March 31, 2021 Total (Level 1) (Level 2) (Level 3) Money market funds $ 93,270 $ 93,270 $ — $ — Asset backed securities 28,611 — 28,611 — Other government agency securities 5,106 — 5,106 — Commercial paper 91,976 — 91,976 — Corporate debt securities 81,731 — 81,731 — Total $ 300,694 $ 93,270 $ 207,424 $ — December 31, 2020 Total (Level 1) (Level 2) (Level 3) Money market funds $ 3,921 $ 3,921 $ — $ — U.S. treasury securities 1,300 1,300 — — Asset backed securities 2,640 — 2,640 — Commercial paper 6,795 — 6,795 — Corporate debt securities 6,561 — 6,561 — Total $ 21,217 $ 5,221 $ 15,996 $ — Liabilities: Preferred stock purchase rights liability $ 25,224 $ — $ — $ 25,224 Level 3 liabilities that are measured at fair value on a recurring basis consist of the convertible preferred stock purchase right liabilities. The following table provides a summary of changes in the estimated fair value of the financial instruments using significant Level 3 inputs (in thousands): Series C Convertible Preferred Stock Purchase Right Liability Balance at December 31, 2020 $ 25,224 Change in fair value 6,084 Reclassification to equity (31,308 ) Balance at March 31, 2021 $ — The fair value of the convertible preferred stock purchase right liabilities is estimated using an income-based approach incorporating probability considerations for different scenarios. The main assumptions include the probability and timing of the tranche closing, and the estimated value of the Company’s equity at that time. In January 2021, the Company issued the additional shares of Series C-2 convertible preferred stock and accordingly, this contractual obligation was settled and the preferred stock purchase right liability was remeasured to its fair value and reclassified to permanent equity. The fair value of the convertible preferred stock purchase right liability immediately prior to settlement was increased to $31.3 million as a result of the estimated probability of the occurrence of the second closing of Series C convertible preferred stock increasing to 80%, timing related to the occurrence of the second closing decreasing to 0.06 years and the increase in the future expected value of the Series C preferred shares to $16.25 per share. |