Fair Value Measurements and Marketable Securities Available for Sale | 3. Fair Value Measurements and Marketable Securities Available-for-Sale The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels: Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data. The following table presents information about the Company’s marketable securities as of March 31, 2023 and December 31, 2022 and the Warrant liability as of March 31, 2023 and December 31, 2022, measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Warrant liabilities are included within the Level 1 and Level 3 fair value hierarchy. The fair value of the Public and Forward Purchase Warrants is determined using the closing price of the warrants on the NYSE market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Nuvation public warrant pricing, Nuvation’s own historical volatility and the volatility of guideline public companies. There have not been any transfers between the levels during the periods. March 31, 2023 Total Level 1 Level 2 Level 3 (In thousands) Financial assets: Cash equivalents: Money market funds $ 17,192 $ 17,192 $ — $ — U.S. government and government agency securities 10,187 — 10,187 — Corporate bonds 287 — 287 — 27,666 17,192 10,474 — Marketable securities: Certificate of deposits 10,393 — 10,393 — Commercial paper 55,109 — 55,109 — U.S. government and government agency securities 414,716 — 414,716 — Corporate bonds 135,335 — 135,335 — Municipal bonds 985 — 985 — 616,538 — 616,538 — Total financial assets: $ 644,204 $ 17,192 $ 627,012 $ — Financial liabilities: Warrants $ 708 $ 675 $ — $ 33 December 31, 2022 Total Level 1 Level 2 Level 3 (In thousands) Financial assets: Cash equivalents: Money market funds $ 35,204 $ 35,204 $ — $ — U.S. government and government agency securities 32,779 — 32,779 — Corporate bonds 328 — 328 — 68,311 35,204 33,107 — Marketable securities: Certificate of deposits 13,984 — 13,984 — Commercial paper 50,173 — 50,173 — U.S. government and government agency securities 305,657 — 305,657 — Corporate bonds 187,130 — 187,130 — Municipal bonds 2,971 — 2,971 — 559,915 — 559,915 — Total financial assets: $ 628,226 $ 35,204 $ 593,022 $ — Financial liabilities: Warrants $ 850 $ 813 $ — $ 37 Marketable securities consist primarily of U.S. government and government agency, certificate of deposits, commercial paper, corporate bond and municipal securities ("Debt Securities"). Based on the Company’s intentions regarding its marketable securities, all Debt Securities are classified as available-for-sale and are carried at fair value based on the price that would be received upon sale of the security. The following table provides the amortized cost, aggregate fair value, and unrealized gains (losses) of marketable securities as of March 31, 2023 and December 31, 2022: March 31, 2023 Amortized Unrealized Gains Unrealized Losses Fair Value (In thousands) Cash equivalents: Money market funds $ 17,192 $ — $ — $ 17,192 U.S. government and government agency securities 10,185 2 — 10,187 Corporate bonds 287 — — 287 27,664 2 — 27,666 Marketable securities: Certificate of deposits 10,400 4 ( 11 ) 10,393 Commercial paper 55,154 12 ( 57 ) 55,109 U.S. government and government agency securities 415,983 377 ( 1,644 ) 414,716 Corporate bonds 136,941 45 ( 1,651 ) 135,335 Municipal bonds 1,000 — ( 15 ) 985 619,478 438 ( 3,378 ) 616,538 $ 647,142 $ 440 $ ( 3,378 ) $ 644,204 December 31, 2022 Amortized Unrealized Gains Unrealized Losses Fair Value (In thousands) Cash equivalents: Money market funds $ 35,204 $ — $ — $ 35,204 U.S. government and government agency securities 32,773 6 — 32,779 Corporate bonds 328 — — 328 68,305 6 — 68,311 Marketable securities: Certificate of deposits 13,998 6 ( 20 ) 13,984 Commercial paper 50,240 21 ( 88 ) 50,173 U.S. government and government agency securities 308,510 30 ( 2,883 ) 305,657 Corporate bonds 189,695 23 ( 2,588 ) 187,130 Municipal bonds 3,004 — ( 33 ) 2,971 565,447 80 ( 5,612 ) 559,915 $ 633,752 $ 86 $ ( 5,612 ) $ 628,226 For the three months ended March 31, 2023 and 2022, the activity related to the net gains (losses) on marketable securities included in other income (expense) on the consolidated statements of operations and comprehensive loss were as follows (in thousands): Three months ended March 31, 2023 2022 Net realized gains (losses) on available-for-sale securities were as follows: Realized gains from sales of available-for-sale securities $ — $ 7 Realized losses from sales of available-for-sale securities ( 96 ) ( 50 ) ( 96 ) ( 43 ) Net recognized gains (losses) on equity securities were as follows: Net realized losses on equities sold — ( 337 ) Net unrealized gains on equities — 166 — ( 171 ) Total losses on marketable securities $ ( 96 ) $ ( 214 ) The following tables provide marketable securities with continuous unrealized losses for less than 12 months and 12 months or greater and the related fair values as of March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 Less than 12 Months 12 Months or Greater Total Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (In thousands) Certificate of deposits $ 6,588 $ ( 11 ) $ — $ — $ 6,588 $ ( 11 ) Commercial paper 40,900 ( 57 ) — — 40,900 ( 57 ) U.S. government and government agency securities 103,257 ( 537 ) 56,819 ( 1,107 ) 160,076 ( 1,644 ) Corporate bonds 58,941 ( 407 ) 65,846 ( 1,244 ) 124,787 ( 1,651 ) Municipal bonds — — 985 ( 15 ) 985 ( 15 ) $ 209,686 $ ( 1,012 ) $ 123,650 $ ( 2,366 ) $ 333,336 $ ( 3,378 ) December 31, 2022 Less than 12 Months 12 Months or Greater Total Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses (In thousands) Certificate of deposits $ 7,139 $ ( 20 ) $ — $ — $ 7,139 $ ( 20 ) Commercial paper 26,938 ( 88 ) — — 26,938 ( 88 ) U.S. government and government agency securities 150,126 ( 977 ) 101,095 ( 1,906 ) 251,221 ( 2,883 ) Corporate bonds 69,402 ( 565 ) 108,748 ( 2,023 ) 178,150 ( 2,588 ) Municipal bonds — — 2,971 ( 33 ) 2,971 ( 33 ) $ 253,605 $ ( 1,650 ) $ 212,814 $ ( 3,962 ) $ 466,419 $ ( 5,612 ) Unrealized losses from the marketable securities are primarily attributable to changes in interest rates. The Company does not believe the unrealized losses represents impairments because the unrealized losses on certain of the Company's marketable securities are due to general market factors. The Company has not recognized an allowance for expected credit losses related to available-for-sale investments as the Company has not identified any unrealized losses for these investments attributable to credit factors during the three months ended March 31, 2023. As of March 31, 2023, the Company does not intend to sell these securities nor does the Company believe that it will be required to sell these securities before the recovery of their amortized cost basis. Maturity information based on fair value is as follows as of March 31, 2023: Within one year After one year Total (In thousands) Certificate of deposits $ 10,393 $ — $ 10,393 Commercial paper 55,109 — 55,109 U.S. government and government agency securities 329,100 85,616 414,716 Corporate bonds 98,057 37,278 135,335 Municipal bonds 984 1 985 $ 493,643 $ 122,895 $ 616,538 |