Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Note 3. Fair value measurements

Certain of the Company’s assets and liabilities are recorded at fair value, as described below.

The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy:


	December 31, 2021
(in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents (money market funds)	$	797,448	$	—	$	—	$	797,448
Totals	$	797,448	$	—	$	—	$	797,448


	December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total
Cash equivalents (money market funds)	$	314,636	$	—	$	—	$	314,636
Totals	$	314,636	$	—	$	—	$	314,636

Cash equivalents consist of money market funds, which are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market.

The fair value of the Series B Preferred Stock tranche rights liability was estimated using a probability-weighted present value of the benefit of investment with the following significant unobservable inputs (Level 3):


	March 23, 2020 (Tranche 3 settlement)
Implied equity value (in millions)	$	208.2
Probability of success of reaching necessary milestone:
Tranche 2 milestone	N/A
Tranche 3 milestone (by March 31, 2020)		90	%
Expected industry return over period during which milestones are expected to be achieved		13.0	%
Risk-free interest rate		1.1	%

During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2021 and 2020.

The following table presents changes during the year ended December 31, 2020 in Level 3 liabilities measured at fair value on a recurring basis:


(in thousands)	Preferred Stock Tranche Rights Liability
Balances at January 1, 2020	$	5,400
Change in estimated fair value		(1,265	)
Settlement of tranche right		(4,135	)
Balances at December 31, 2020	$	—

The preferred stock tranche rights liability was settled on March 24, 2020 and no liability exists thereafter.

There were no Level 3 measurements used during the year ended December 31, 2021.

The above fair value measurements are sensitive to changes in the underlying unobservable inputs. A change in those inputs could result in a significantly higher or lower fair value measurement.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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