Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2024

Fair Value of Financial Instruments

Fair Value of Financial Instruments

4. Fair Value of Financial Instruments

As a basis for determining the fair value of certain of the Company’s financial instruments, the Company utilizes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level I – Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level II – Observable inputs, other than Level I 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 III – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. 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 entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The Company’s cash equivalents are classified within Level I of the fair value hierarchy.

As of March 31, 2024 and December 31, 2023, the fair values of cash and cash equivalents, accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these assets or liabilities. The Company’s short-term investments consist of Level I securities which are comprised of highly liquid money market funds. The estimated fair value of the short-term investments was based on quoted market prices. There were no transfers between fair value hierarchy levels during the quarters ended March 31, 2024 or 2023.

The fair value of financial instruments measured on a recurring basis is as follows:

	As of March 31, 2024
Description	Total		Level 1			Level 2	Level 3
Assets:
Short-term investments	$	129,238	$	129,238	$	—	$	—
Contingent earn-out receivable, related party	$	2,720,000	$	—	$	—	$	2,720,000
Liability:
Convertible promissory note, related party	$	2,081,750	$	—	$	—	$	2,081,750

	As of December 31, 2023
Description	Total			Level 1		Level 2	Level 3
Assets:
Short-term investments	$	2,206,555	$	2,206,555	$	—	$	—
Contingent consideration receivable, related party	$	268,000	$	—	$	—	$	268,000
Contingent earn-out receivable, related party	$	1,720,000	$	—	$	—	$	1,720,000

The following tables summarize the change in fair value, as determined by Level 3 inputs, for all assets and liabilities using unobservable Level 3 inputs for the three months ended March 31, 2024 and 2023:

	Contingent		Contingent Earn-out		Convertible
	Consideration		Receivable,		Promissory Note,
	Receivable, Related Party		Related Party		Related Party
Balance at December 31, 2023	$	268,000	$	1,720,000	$	—
Issuance of convertible promissory note, related party		(268,000)		—		1,982,000
Accrued interest		—		—		3,750
Change in fair value		—		1,000,000		96,000
Balance at March 31, 2024	$	—	$	2,720,000	$	2,081,750

	Contingent
	Consideration
Balance at December 31, 2022	$	12,224,614
Change in fair value		(990,500)
Balance at March 31, 2023	$	11,234,114

As of March 31, 2024, the change in the fair value of the contingent earn-out receivable, related party of $1.0 million was primarily due to an increase in the expected value from a new contract received by Elusys Therapeutics. Separately, the increase of $0.1 million in the fair value of the convertible promissory note, related party was due to a moderate change in the spread between the market interest rate and the stated interest rate of 1%. As of March 31, 2023, the $1.0 million decrease in the fair value of contingent consideration was primarily due to the change in timing and amount of the contract deferred consideration associated with the divestiture of Elusys Therapeutics. Adjustments associated with the change in fair value of contingent earn-out, related party, convertible promissory note, related party, and contingent consideration are included in the Company’s consolidated statements of operations and comprehensive loss.

The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements of contingent consideration classified as Level 3  as of March 31, 2024 and December 31, 2023:

	As of March 31, 2024
	Valuation	Significant		Weighted Average
	Methodology	Unobservable Input		(range, if applicable)
Contingent earn-out receivable, related party	Discounted cash flow analysis	Timing of expected payments		2026-2029
		Discount rate		15.0%
		Future revenue projections	$	153.2 million
		Minimum earn-out payment		3% or $5 million
		Earn-out through		December 31, 2028
Convertible promissory note, related party	Discounted cash flow analysis	Maturity term		1.4 years
		Market interest rate		13.8%
		Principal amount	$	2.25 million

	As of December 31, 2023
	Valuation	Significant		Weighted Average
	Methodology	Unobservable Input		(range, if applicable)
Contingent consideration receivable, related party	Discounted cash flow analysis	Maturity term		1 year
		Market interest rate		14.7%
		Principal amount	$	2.25 million
Contingent earn-out receivable, related party	Discounted cash flow analysis	Timing of expected payments		2026-2029
		Discount rate		15.0%
		Future revenue projections	$	141.4 million
		Minumum earn-out payment		3% or $5.0 million
		Earn-out term though		December 31, 2028