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Fair Value of Financial Instruments
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

4. Fair Value of Financial Instruments

The following table provides the assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such value at December 31, 2022 and 2021:

 

 

2022

 

 

 

Fair Value

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

12,253

 

 

$

12,253

 

 

$

 

 

$

 

Commercial paper

 

 

1,998

 

 

 

 

 

 

1,998

 

 

 

 

U.S. government agency bonds

 

 

1,991

 

 

 

 

 

 

1,991

 

 

 

 

Total cash equivalents at fair value

 

 

16,242

 

 

 

12,253

 

 

 

3,989

 

 

 

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury securities

 

 

33,622

 

 

 

33,622

 

 

 

 

 

 

 

Commercial paper and corporate bonds

 

 

40,162

 

 

 

 

 

 

40,162

 

 

 

 

Total short-term investments at fair value

 

 

73,784

 

 

 

33,622

 

 

 

40,162

 

 

 

 

Total assets at fair value

 

$

90,026

 

 

$

45,875

 

 

$

44,151

 

 

$

 

 

 

 

2022

 

 

 

Fair
Value

 

 

Cost
Basis

 

 

Amounts Recognized in Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

 

(in thousands)

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

33,622

 

 

$

33,676

 

 

$

 

 

$

(54

)

Commercial paper and corporate bonds

 

 

40,162

 

 

 

40,169

 

 

 

 

 

 

(7

)

Total available-for-sale securities at fair value

 

$

73,784

 

 

$

73,845

 

 

$

 

 

$

(61

)

The Company reviews its investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, any changes to the underlying credit risk of the investment, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The unrealized losses in the Company’s investments were caused by changes in interest rates caused by changing economic conditions, and not from a decline in credit of their underlying issuers. The Company does not generally intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost basis which may be at maturity. As such, the Company has classified these losses as temporary in nature.

The Company did not hold any short-term investments as of December 31,2021.

Money market funds and U.S. Treasury securities are highly liquid investments and are actively traded. The pricing information on these investment instruments is readily available and can be independently validated as of the

measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy.

Commercial paper, U.S. government agency bonds and corporate bonds are measured at fair value using Level 2 inputs. The Company reviews trading activity and pricing for these investments as of each measurement date. When sufficient quoted pricing for identical securities is not available, the Company uses market pricing and other observable market inputs for similar securities obtained from third party data providers. These inputs represent quoted prices for similar assets in active markets or these inputs have been derived from observable market data. This approach results in the classification of these securities as Level 2 of the fair value hierarchy.

 

 

2021

 

 

 

Fair Value

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

84,102

 

 

$

84,102

 

 

$

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent earnout

 

$

524

 

 

$

 

 

$

 

 

$

524

 

Liabilities included in Level 3 for the years presented include a contingent earnout, which ended in December 31, 2021 and final payment was made in February 2022.

The following tables present the rollforward of the estimated fair values for instruments classified by the Company within Level 3 of the fair value hierarchy defined above, measured using significant unobservable inputs:

 

 

Warrant
liabilities

 

 

Forward
obligation

 

 

Contingent
earnout

 

 

Total

 

 

 

(in thousands)

 

December 31, 2020

 

$

1,914

 

 

$

2,750

 

 

$

930

 

 

$

5,594

 

Payment of contingent earnout

 

 

 

 

 

 

 

 

(667

)

 

 

(667

)

Addition

 

 

2,135

 

 

 

 

 

 

 

 

 

2,135

 

Change in fair value

 

 

(71

)

 

 

(52

)

 

 

261

 

 

 

138

 

Reclassification to equity upon initial public offering

 

 

(3,978

)

 

 

 

 

 

 

 

 

(3,978

)

Settlement of forward obligation into common stock on initial public offering

 

 

 

 

 

(2,698

)

 

 

 

 

 

(2,698

)

December 31, 2021

 

 

 

 

 

 

 

 

524

 

 

 

524

 

Payment of contingent earnout

 

 

 

 

 

 

 

 

(524

)

 

 

(524

)

December 31, 2022

 

$

 

 

$

 

 

$

 

 

$

 

There were no transfers in or out of Level 3 during the year ended December 31, 2022. There were no transfers in or out of Level 3, other than the reclassification of the warrant liability and settlement of forward obligation on the IPO during the year ended December 31, 2021.

Warrants

In December 2013, the Company entered into a $10.0 million term loan facility with Oxford Finance LLC. The term loan was repaid in full in June 2017. In connection with the term loan, the Company issued immediately exercisable warrants to the lender for the purchase of 27,397 shares of the Company’s Series C-1 preferred stock equal to three percent of the aggregate amount funded.

In June 2017, the Company entered into a term loan facility with Perceptive Credit Holdings, LP, which was subsequently amended (see Note 9). Upon funding of the initial loan, and each initial tranche of the amended loans, the Company issued immediately exercisable warrants to the lender for the purchase of 54,793 shares of the Company’s Series D preferred stock, and 249,313 shares of the Company’s Series E preferred stock.

In August 2021, the Company amended its term loan with Perceptive Credit Holdings, LP and Perceptive Credit Holdings III, LP and issued immediately exercisable warrants to Perceptive Credit Holdings III, LP for the purchase of 150,684 shares of the Company’s Series E preferred stock. The fair value at issuance of the Series E preferred

stock warrants related to the August 2021 amendment was $2.1 million. Prior to the Company's IPO in November 2021, the Company recognized warrants to purchase shares of convertible preferred stock as liabilities, reflecting deemed liquidation provisions of the convertible preferred stock considered contingent redemption provisions that were not solely within the Company's control. Upon the closing of the IPO, the contingent redemption provisions were removed with the automatic conversion of the underlying preferred stock to common stock, and the Company revalued the convertible preferred stock warrants and reclassified the liability to stockholders’ equity. The common stock warrants are no longer subject to remeasurement subsequent to the IPO.

In April 2022, the Company amended its term loan and the warrants previously issued to Perceptive Credit Holdings III, LP and certain of its affiliates to purchase an aggregate of 304,105 shares of its common stock. Such warrants were amended solely to reduce the exercise price of the warrants to $12.00 per share. The amendment resulted in revaluation of warrants that was recognized in additional paid-in capital on the consolidated statement of convertible preferred stock and stockholders’ equity (deficit) as of December 31, 2022.

Warrants outstanding at December 31 included the following:

 

 

 

Purchase Price Per Share

 

Number of warrants

 

 

2022

 

 

2021

 

 

27,398

 

 

$

10.95

 

 

$

10.95

 

 

54,792

 

 

$

12.00

 

 

$

17.80

 

 

249,313

 

 

$

12.00

 

 

$

20.08

 

 

331,503

 

 

 

 

 

 

 

These warrants expire between December 2023 and August 2031.

Forward obligation

In connection with a December 2016 asset acquisition, a portion of the transaction consideration included the issuance of a maximum of 224,842 shares of the Company's Series D Preferred Stock, issued, paid and deliverable upon the earliest to occur of (i) an extraordinary event, as defined in the purchase agreement; (ii) a public offering of any securities of the Company, in which the shares of the Series D preferred stock of the Company are converted in accordance with the then effective certificate of incorporation of the Company, or in connection with which the holders of the Series D preferred stock agree to convert their shares of series D preferred stock into conversion shares, as defined in the purchase agreement; or (iii) the 7th anniversary after the closing of the transaction.

 

In connection with the Company’s IPO, the Company settled the forward obligation by issuing 224,842 shares of common stock.

Contingent earnout

In connection with the acquisition of TDO, the Company recorded a liability related to certain contingent earnout provisions, which were based on annual sales of licenses and units, as defined in the stock purchase agreement, for each of the years ending December 31, 2019, 2020, and 2021.

The contingent earnout period ended December 31, 2021, and the Company is not required to make any additional contingent earnout payment.