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Fair Value of Financial Instruments
3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

Note 6. Fair Value of Financial Instruments

In connection with the Acquisition, the Company pays royalty on U.S. net sales of Sunosi to Jazz. The discounted cash flow method used to value this contingent consideration includes inputs of not readily observable market data, which are Level 3 inputs. The fair value of the contingent consideration is reflected as current accrued contingent consideration of $8.6 million and non-current contingent consideration liability of $90.6 million in the consolidated balance sheet as of March 31, 2025.

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

 

 

March 31, 2025

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents - money market funds

 

$

231,582

 

 

$

 

 

$

 

 

$

231,582

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

99,192

 

 

$

99,192

 

 

 

 

 

December 31, 2024

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents - money market funds

 

$

244,097

 

 

$

 

 

$

 

 

$

244,097

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

99,965

 

 

$

99,965

 

Contingent Consideration Liabilities

The fair value of the contingent consideration liabilities is marked-to-market at each reporting period and was remeasured at March 31, 2025. Changes in fair value of the contingent consideration liabilities as of March 31, 2025 are as follows:

 

 

Contingent consideration

 

Balance at December 31, 2024

 

$

99,965

 

Adjustment to fair value

 

 

1,512

 

Payments

 

 

(2,285

)

Balance at March 31, 2025 (Level 3)

 

$

99,192

 

The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs:

 

 

 

 

As of March 31, 2025

 

As of December 31, 2024

Valuation methodology

Significant unobservable input

Weighted average (range, if applicable)

Weighted average (range, if applicable)

Contingent consideration

 

Probability weighted income approach

 

Discount rate

 

12.7%

 

12.0%

 

 

 

 

Revenue discount rate

 

17.3% - 20.3%

 

17.6% - 20.6%

The Company’s fair value measurement of contingent consideration liabilities has been classified as Level 3 as its valuation requires substantial judgment and estimation of factors which requires use of unobservable inputs. The fair value of contingent consideration liabilities are estimated by using the probability weighted income approach using significant assumptions including estimated future sales of Sunosi in current and future indications, timing of regulatory and commercial milestone achievements, probability of technical and regulatory success rates, and discount rates. If significant changes are made to one or more of these assumptions, the estimated fair value of contingent consideration liabilities may result in a significantly higher or lower fair value measurement.