Fair value of financial instruments | 5. f air value of financial instruments The Company’s financial instruments that are measured at fair value on a recurring basis consist of money market funds, marketable securities, the preferred stock tranche liability as well as certain derivative liabilities (antidilution right liability and success payment liability) pursuant to our license agreements with the President and Fellows of Harvard College, or Harvard, and The Broad Institute, Inc., or the Broad, which license agreements are referred to herein as the Harvard/Broad License Agreement and the Broad License Agreement. The following tables set forth the fair value of the Company’s financial instruments by level within the fair value hierarchy: As of September 30, 2021 (in thousands) Fair Level 1 Level 2 Level 3 Assets Money market funds $ 113,663 $ 113,663 $ - $ - Marketable securities: U.S. treasury bills and notes 223,432 - 223,432 - U.S. agency securities 17,644 - 17,644 - Total assets $ 354,739 $ 113,663 $ 241,076 $ - Liabilities Success payment liability* 11,760 - - 11,760 Total liabilities $ 11,760 $ - $ - $ 11,760 * During the three months ended September 30, 2021, multiple success payments were triggered and $ 6.3 million was due to Harvard and Broad, which was recorded as a current liability at September 30, 2021. As of December 31, 2020 (in thousands) Fair Level 1 Level 2 Level 3 Assets Money market funds $ 6,724 $ 6,724 $ - $ - Marketable securities: U.S. treasury bills and notes 32,224 - 32,224 - U.S. agency securities 30,895 - 30,895 - Total assets $ 69,843 $ 6,724 $ 63,119 $ — Liabilities Success payment liability $ 2,806 $ - $ - $ 2,806 Antidilution rights liability 6,916 - - 6,916 Total liabilities $ 9,722 $ - $ - $ 9,722 Cash Equivalents —Cash equivalents of $ 113.7 million and $ 6.7 million as of September 30, 2021 and December 31, 2020, respectively, consisted of money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Marketable Securities— The Company measures its marketable securities at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value hierarchy. Marketable securities are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Antidilution Rights Liability —The antidilution rights liability represents the obligation to issue additional shares of common stock to Harvard and Broad following the completion of (1) a defined aggregate level of preferred stock financing and (2) either a sale of the Company’s preferred stock, an initial public offering, or a company sale meeting a certain value threshold. The antidilution rights liability is stated at fair value and is considered Level 3 in the fair value hierarchy because its fair value measurement is based, in part, on significant inputs not observed in the market. The antidilution rights liability related to meeting a defined aggregate level of preferred stock financing was valued using a probability-weighted present value model that considered the probability of meeting the defined aggregate level of preferred stock financing, as well as the fair value of the Company’s common stock. The antidilution rights liability related to the achievement of a specified valuation through either a sale of the Company’s preferred stock, an initial public offering, or a company sale was valued using a Monte Carlo simulation model, which models the value of the liability based on several key variables, including probability of event occurrence, timing of event occurrence, as well as the fair value of the Company’s common stock. In June 2021, upon completion of its IPO, the Company settled the antidilution rights liability in full through the issuance of 878,098 shares of the Company's common stock for a settlement amount of $ 32.5 million. Prior to settlement, the Company remeasured the liability with a corresponding increase of $ 25.6 million to other expense for the nine months ended September 30, 2021 . The Company recorded an increase of $ 0.1 million and $ 1.8 million to other expense for the three and nine months ended September 30, 2020, respectively. Success Payment Liability —The Company is obligated to pay to Harvard and Broad tiered success payments in the event its average market capitalization exceeds specified thresholds for a specified period of time ascending from a high nine-digit dollar amount to $ 10.0 billion, or sale of the Company for consideration in excess of those thresholds. In the event of a change of control or a sale of the Company, the Company is required to pay success payments in cash within a specified period following such event. Otherwise, the success payments may be settled at the Company’s option in either cash or shares of its common stock, or a combination of cash and shares of its common stock. The maximum aggregate success payments that could be payable by the Company is $ 31.3 million (after termination of the Broad License Agreement). The success payments liability is stated at fair value and is considered Level 3 because its fair value measurement is based, in part, on significant inputs not observed in the market. The Company used a Monte Carlo simulation model, which models the value of the liability based on several key variables, including probability of event occurrence, timing of event occurrence, as well as the value of the Company’s common stock. The Company also estimated the likelihood that it would maintain both the Harvard/Broad License Agreement and the Broad License Agreement based on its on-going research efforts. The Company remeasured the liability at fair value with a decrease of $ 0.7 million recorded to other income for the three months ended September 30, 2021 and an increase in of $ 9.0 million recorded to other expense for the nine months ended September 30, 2021 . The Company remeasured the liability at fair value with a decrease of less than $ 0.1 million recorded to other income for the three months ended September 30, 2020 and an increase of less than $ 0.1 million recorded to other expense for the nine months ended September 30, 2020. In September 2021, multiple success payments were triggered and amounts due to Harvard and Broad totaled $ 6.3 million, which was recorded as a current liability as of September 30, 2021. These amounts remained payable at September 30, 2021 and will be settled in cash in the three months ending December 31, 2021. The Company will continue to adjust the remaining success payment liability for changes in fair value until the earlier of the achievement or expiration of the obligation. The primary inputs used in valuing (i) the success payments liability and (ii) the antidilution rights liability associated with the Company’s realization of a certain valuation threshold through either a sale of the Company’s preferred stock, an initial public offering, or a company sale at September 30, 2021 (only applicable to success payments liability) and December 31, 2020, were as follows: At At Fair value of common stock (per share) $ 47.00 $ 8.24 Equity volatility 77 % 105 % Cumulative probability of triggering event n/a 70 % Expected term (in years) n/a 0.50 At December 31, 2020, the fair value of the common stock was determined by management with the assistance of an independent third-party valuation specialist using methods consistent with the AICPA Valuation Guide. The computation of equity volatility was estimated using available information about the historical volatility of stocks of similar publicly traded companies for a period matching the expected term assumption. In addition, the Company incorporated the timing and probability of future events in the calculation of liabilities. The Company also estimated the likelihood that it would maintain both the Harvard/Broad License Agreement and the Broad License Agreement based on its on-going research efforts. The Company applied a 90 % probability of termination of the Broad License Agreement at December 31, 2020. In February 2021, the Company provided written notice to Broad of its election to terminate the Broad License Agreement, which termination became effective in June 2021. The reconciliation of changes in the fair value of financial instruments based on Level 3 inputs for the nine months ended September 30, 2021 is as follows: (in thousands) Antidilution Success Total Balance at December 31, 2020 $ 6,916 $ 2,806 $ 9,722 Issuance of common stock ( 32,490 ) - ( 32,490 ) Changes in fair value 25,574 8,954 34,528 Balance at September 30, 2021 $ - $ 11,760 $ 11,760 The reconciliation of changes in the fair value of financial instruments based on Level 3 inputs for the nine months ended September 30, 2020 is as follows: (in thousands) Preferred Antidilution Success Total Balance at December 31, 2019 $ 9,571 $ 2,044 $ 419 $ 12,034 Issuance of Series A Preferred Stock ( 7,064 ) - - ( 7,064 ) Issuance of common stock - ( 487 ) - ( 487 ) Changes in fair value ( 2,507 ) 1,804 13 ( 690 ) Balance at September 30, 2020 $ - $ 3,361 $ 432 $ 3,793 |