Fair Value of Financial Assets and Liabilities

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

4. Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:

	Fair Value Measurements as of December 31, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Acquisition-related contingent consideration obligations	$	—	$	—	$	1,413	$	1,413
Contingent stock consideration		—		—		27		27
Short-term debt - Yorkville		—		—		1,865		1,865
Short-term debt - unsecured senior convertible notes		—		—		620		620
Warrant liability - July 2023 Registered Direct Warrants		—		—		1,115		1,115
Warrant liability - April 2023 Registered Direct Warrants		—		—		1,022		1,022
Warrant liability - May 2022 PIPE Warrants		—		—		505		505
Warrant liability - November 2024 Purchaser Warrants		—		—		278		278
Warrant liability - November 2024 Placement Agent Warrants		—		—		48		48
Warrant liability - Sponsor Warrants		—		—		9		9
Warrant liability - Public Warrants		287		—		—		287
	$	287	$	—	$	6,902	$	7,189

	Fair Value Measurements as of December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Convertible note receivable	$	—	$	—	$	2,072	$	2,072
	$	—	$	—	$	2,072	$	2,072
Liabilities:
Acquisition-related contingent consideration obligations	$	—	$	—	$	1,606	$	1,606
Contingent stock consideration		—		—		27		27
Short-term debt - Yorkville		—		—		17,223		17,223
Warrant liability - July 2023 Registered Direct Warrants		—		—		1,529		1,529
Warrant liability - April 2023 Registered Direct Warrants		—		—		1,487		1,487
Warrant liability - May 2022 PIPE Warrants		—		—		708		708
Warrant liability - Sponsor Warrants		—		—		60		60
Warrant liability - Public Warrants		575		—		—		575
	$	575	$	—	$	22,640	$	23,215

During the years ended December 31, 2024 and 2023, there were no transfers between Level 1, Level 2 and Level 3.

The carrying values of other current liabilities approximate fair value in the accompanying consolidated financial statements due to the short-term nature of those instruments.

Valuation of Convertible Note Receivable

The convertible note receivable was received in connection with the disposition of the UltraMIST/MIST business in 2020. At any time on or after January 1, 2021, at the sole discretion of the Company, amounts outstanding under the convertible note receivable (including accrued interest) may be converted into Sanuwave common stock at a defined rate. The convertible note receivable was to be paid on or before August 6, 2021.

On December 18, 2023, the Company entered into a forbearance agreement with Sanuwave (“Sanuwave Forbearance Agreement”). Per the Sanuwave Forbearance Agreement, from the period from December 18, 2023 to the earliest of (i) February 28, 2024, (ii) the commencement of bankruptcy proceedings for Sanuwave pursuant to the U.S. Bankruptcy Code, (iii) the occurrence of an event of default other than payment default, or (iv) the failure of Sanuwave to comply with any term, condition or covenant set forth in the forbearance agreement, the Company agrees that it will not exercise any remedy available to it under the convertible note receivable, excluding the right to increase the interest rate. As collateral for payments owed to Palantir Technologies, Inc. (“Palantir”), the Company assigned to Palantir the Sanuwave convertible note receivable in the event of default (see Note 12). On May 10, 2024, the Company entered into a letter agreement with Sanuwave to extend the forbearance period from February 28, 2024 to June 3, 2024. The letter agreement increased the total note payments to $2,175. Upon executing the letter agreement, Sanuwave made an initial note payment of $100 and on June 3, 2024, made a second note payment of $2,075, fully discharging all outstanding indebtedness under the note.

The following table presents a reconciliation of the convertible note receivable measured on a recurring basis using Level 3 inputs for the year ended December 31, 2024:

	Balance as of January 1, 2024		Net transfers in to (out of) Level 3		Purchases, settlements and other net			Fair value adjustments		Balance as of December 31, 2024
Assets:
Convertible note receivable	$	2,072	$	—	$	(2,072	)	$	—	$	—

At December 31, 2023, the fair value of this note was based on a bond valuation which employs a credit default model. The Company utilized Level 3 inputs on a probability weighted model based on outcomes of a default, repayment and conversion of the note. The measurement was based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

Significant inputs for the convertible note valuation model were as follows:

	December 31, 2023
Face value	$	4,000
Coupon rate		12.00% - 17.00%
Stock price	$	0.2
Term (years)		0.51-2.45
Risk-free interest rate		5.47	%
Volatility		n/a

Valuation of Contingent Consideration

The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs and is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs for the years ended December 31, 2024 and 2023:

	Balance as of January 1, 2024		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of December 31, 2024
Liabilities:
Acquisition-related contingent consideration obligations	$	1,606	$	—	$	—	$	(193	)	$	1,413

	Balance as of January 1, 2023		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of December 31, 2023
Liabilities:
Acquisition-related contingent consideration obligations	$	105,945	$	—	$	—	$	(104,339	)	$	1,606

The fair value of the liability to make potential future milestone and earn-out payments was estimated by the Company at each reporting date based, in part, on the results of a third-party valuation using a discounted cash flow analysis based on various assumptions, including the probability of achieving specified events, discount rates, and the period of time until earn-out payments are payable and the conditions triggering the milestone payments are met. The actual settlement of contingent consideration could differ from current estimates based on the actual occurrence of these specified events.

At each reporting date, the Company revalues the contingent consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the various contingent consideration obligations. The Company has classified the contingent consideration as a long-term liability in the consolidated balance sheets as of December 31, 2024 and 2023. See Note 12 for more information on contingent consideration.

Valuation of Contingent Stock Consideration

The contingent stock consideration liability at December 31, 2024 and 2023 is comprised of the fair value of potential future issuance of Class A common stock to CariCord participating shareholders pursuant to a settlement agreement signed during the year ended December 31, 2021. The fair value measurement of the contingent stock consideration obligation is determined using Level 3 inputs and is based on a probability-weighted expected return methodology (“PWERM”). The measurement is largely based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

The following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level 3 inputs for the years ended December 31, 2024 and 2023:

	Balance as of January 1, 2024		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments		Balance as of December 31, 2024
Liabilities:
Contingent stock consideration	$	27	$	—	$	—	$	—	$	27

	Balance as of January 1, 2023		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of December 31, 2023
Liabilities:
Contingent stock consideration	$	186	$	—	$	—	$	(159	)	$	27

The fair value of the liability to issue future shares of Class A common stock was estimated by the Company at each reporting date using a PWERM based on various inputs and assumptions, including the Company’s common share price, discount rates, and the probability of achieving specified future operational targets. The actual settlement of contingent stock consideration could differ from current estimates based on the actual achievement of these specified targets and movements in the Company’s common share price.

At each reporting date, the Company revalues the contingent stock consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent stock consideration obligation may result from changes in discount rates, changes in the Company’s common share price, and changes in probability assumptions with respect to the likelihood of achieving specified operational targets. The change in the fair value of the contingent stock consideration obligation during the year ended December 31, 2024 was de minimis. The Company has classified the contingent stock consideration as a current liability in the consolidated balance sheets as of December 31, 2024 and 2023.

Valuation of Short-Term Debt - Yorkville and Unsecured Senior Convertible Notes

The Company elected the fair value option to account for the Yorkville PPA signed on September 15, 2022 (see Note 10). As of December 31, 2023, due to the short-term nature of the debt, the fair value of the Yorkville PPA approximated the settlement amount, which was fully paid on January 17, 2024. The Company also elected the fair value option to account for the Yorkville convertible promissory note signed on March 13, 2024 (see Note 10) and the unsecured senior convertible notes issued pursuant to the securities purchase agreement signed on November 25, 2024 (see Note 10). The fair value measurement of the debt is determined using Level 3 inputs and assumptions unobservable in the market. Changes in the fair value of debt that is accounted for at fair value, inclusive of related accrued interest expense, are presented as gains or losses in the accompanying consolidated statements of operations and comprehensive loss under change in fair value of debt. The portion of total changes in fair value of debt attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive loss in the accompanying consolidated statements of operations and comprehensive loss. The actual settlement of the short-term debt could differ from current estimates based on the timing of when and if the investors elect to convert amounts into common shares, potential cash repayment by the Company prior to maturity, and movements in the Company’s common share price.

The following table presents a reconciliation of short-term debt obligations measured on a recurring basis using Level 3 inputs for the years ended December 31, 2023 and 2024:

Liabilities:
Balance as of January 1, 2023	$	37,603
Conversion of debt into common shares		(4,599	)
Principal repayments		(16,811	)
Fair value adjustment through earnings		354
Fair value adjustment through accumulated other comprehensive income		(146	)
Fair value adjustment through interest accrual		822
Balance as of December 31, 2023	$	17,223

Liabilities:
Balance as of January 1, 2024	$	17,223
Principal repayments		(17,374	)
Issuance of convertible promissory note		3,150
Issuance of unsecured senior convertible notes, net of fair value adjustment		689
Conversion of debt into common shares		(1,700	)
Fair value adjustment through earnings		492
Fair value adjustment through accumulated other comprehensive income		5
Balance as of December 31, 2024	$	2,485

The fair values of the Yorkville convertible promissory note and the unsecured senior convertible notes are based on valuations which employ a Monte Carlo model and a credit default model. The Company utilized Level 3 inputs in a probability weighted model based on outcomes of a default, repayment and conversion of the notes. The measurements are based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions. The fair value of the Yorkville convertible promissory note on March 13, 2024, the date of issuance, was $2,993 and the aggregate fair value of the unsecured senior convertible notes at the dates of issuance was $689.

Significant inputs for the Yorkville convertible promissory note valuation model were as follows:

	December 31, 2024			March 13, 2024
					(issuance)
Common share price	$	2.08		$	5.79
Credit spread		7.50	%		8.50	%
Dividend yield		0	%		0	%
Term (years)		0.20			1.00
Risk-free interest rate		4.30	%		4.90	%
Volatility		50.0	%		50.0	%

Significant inputs for the unsecured senior convertible notes valuation model were as follows:

	December 31, 2024			November 25, 2024 and December 3, 2024
					(issuance) (1)
Common share price	$	2.08			$2.00 - $3.00
Credit spread		7.6	%		6.9% - 7.2	%
Dividend yield		0	%		0	%
Term (years)		0.90			0.98 - 1.00
Risk-free interest rate		4.20	%		4.30% - 4.40	%
Volatility		50.0	%		50.0	%

(1) As discussed in Note 10, the securities purchase agreement dated November 25, 2024 provided for multiple closings.

Valuation of Warrant Liability

The warrant liability at December 31, 2024 is comprised of the fair value of warrants to purchase shares of Class A common stock. The Public Warrants are recorded at fair value based on the period-end publicly stated close price, which is a Level 1 input. The January 2024 Bridge Loan - Tranche #2 Warrants (prior to reclassification to equity classified) and November 2024 Purchaser Warrants and Placement Agent Warrants were recorded at fair value based on a Monte Carlo simulation model and the Registered Direct, PIPE and Sponsor Warrants are recorded at their respective closing date fair values based on a Black-Scholes option pricing model that utilizes inputs for: (i) the value of the underlying asset, (ii) the exercise price, (iii) the risk-free rate, (iv) the volatility of the underlying asset, (v) the dividend yield of the underlying asset and (vi) maturity, which are Level 3 inputs. The Black-Scholes option pricing model’s primary unobservable input utilized in determining the fair values of the warrant liabilities is the expected volatility of the Class A common stock. Prior to the merger, Legacy Celularity was a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, the Company estimates its expected stock price volatility using its volatility since the merger and the historical volatility of publicly traded peer companies. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the estimated remaining term of the warrants. Inputs to the Monte Carlo and Black-Scholes option pricing models for the warrants are updated each reporting period to reflect fair value.

The following table presents a reconciliation of the warrant liabilities measured on a recurring basis using Level 3 inputs for the years ended December 31, 2024 and 2023:

Liabilities:
Balance as of January 1, 2023	$	3,598
April 2023 Registered Direct warrant issuance		4,280
July 2023 Registered Direct warrant issuance		2,645
Gain recognized in earnings from change in fair value		(6,164	)
Balance as of December 31, 2023	$	4,359

Liabilities:
Balance as of January 1, 2024	$	3,784
January 2024 Bridge Loan - Tranche #2 warrant issuance		1,858
November 2024 Purchaser warrant issuance		354
November 2024 Placement Agent warrant issuance		61
Gain recognized in earnings from change in fair value		(110	)
Reclassification of warrants from liability classified to equity classified		(2,970	)
Balance as of December 31, 2024	$	2,977

Significant inputs for the May 2022 PIPE Warrants and the 2023 Registered Direct Warrants were as follows:

	December 31,
	2024			2023
Common share price	$	2.08		$	2.47
Exercise price	$	3.50 - $7.50		$	3.50 - $7.50
Dividend yield		0	%		0	%
Term (years)		3.78 - 4.09			5.03 - 5.34
Risk-free interest rate		4.3	%		4.60	%
Volatility		98.5% - 98.8	%		97.0	%

Significant inputs for the January 2024 Bridge Loan - Tranche #2 Warrants were as follows:

	July 15, 2024			January 16, 2024
		(reclassification)			(issuance)
Common share price	$	3.19		$	2.00
Term to initial exercise date (years) (1)		N/A			0.50
Dividend yield		0	%		0	%
Term (years)		5.0			5.0
Risk-free interest rate		4.00	%		3.90	%
Volatility		112.5	%		107.5	%

(1) As discussed further in Note 10, the warrants were not exercisable and the exercise price was not set until certain conditions were met. As of July 15, 2024, the warrants became exercisable and no longer contain adjustment provisions to the exercise price that are not indexed to the Company’s own stock. As such, the warrants were adjusted to fair value as of the initial exercise date and then reclassified from liability classified to equity classified.

Significant inputs for the November 2024 Purchaser and Placement Agent Warrants were as follows:

	December 31, 2024			November 25, 2024 And December 3, 2024
					(issuance) (1)
Common share price	$	2.08			$2.00 - $3.00
Term to Subsequent Financing (years)		0.1			0.1 – 0.6
Exercise price		(2) (3)			(2) (3)
Dividend yield		0	%		0	%
Term (years)		4.9			4.9 - 5.0
Risk-free interest rate		4.00	%		4.00% - 4.10%
Volatility		50.0	%		50.0	%

(1)	As discussed in Note 10, the securities purchase agreement dated November 25, 2024 provided for multiple closings.
(2)	The exercise price of the November 2024 Purchaser Warrants is based on the lesser of (i) $2.85 or (ii) the offering price of a Subsequent Financing (see Note 10), subject to a floor price of $1.00.
(3)	The exercise price of the November 2024 Placement Agent Warrants is based on the lesser of (i) $3.56 or (ii) 125% of the offering price of a Subsequent Financing (see Note 10), subject to a floor price of $1.00.

Significant inputs for the Sponsor Warrants are as follows:

	December 31,
	2024	2023
Common share price	$ 2.08	$ 2.47
Exercise price	$ 115.00	$ 115.00
Dividend yield	0%	0%
Term (years)	1.5	2.5
Risk-free interest rate	4.21 %	4.12 %
Volatility	111.4 %	100.7 %