Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2022

The Company measures and discloses fair value measurements as required by FASB ASC Topic No. 820, Fair Value Measurements and Disclosures.

Fair value is an exit price, representing the amount that would be received upon the sale of an asset or the amount that would be paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in

pricing an asset or a liability. As a basis for considering such assumptions, the FASB establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

•Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•Level 2 – Include other inputs that are directly or indirectly observable in the marketplace.

•Level 3 – Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following table presents information about the financial liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 (in thousands):


	Level 1		Level 2		Level 3		Total

Total at December 31, 2021	—		—		$	—	$	—
Notes and Warrants Offering Derivative	$	—	$	—	$	1,575	$	1,575
Notes and Warrants Offering Warrants	—		—		2,052		2,052
Stock and Additional Warrants Offering Warrants	—		—		1,265		1,265
Total at December 31, 2022	$	—	$	—	$	4,892	$	4,892

The following table presents the changes in the fair value of Level 3 instruments for the years ended December 31, 2022 and 2021 (in thousands):


	Contingent Consideration		Notes and Warrants Offering Derivative		Notes and Warrants Offering Warrants		Stock and Additional Warrants Offering Warrants		Total
Measurement at December 31, 2020	$	—	$	—	$	—	$	—	$	—
Additions	1,136		—		—		—		1,136
Change in fair value	12,864		—		—		—		12,864
Payments	(14,000)		—		—		—		(14,000)
Measurement at December 31, 2021	$	—	$	—	$	—	$	—	$	—
Additions	—		4,178		3,793		1,590		9,561
Change in Fair Value	—		(2,603)		(1,741)		(325)		(4,669)
Measurement at December 31, 2022	$	—	$	1,575	$	2,052	$	1,265	$	4,892

The carrying values for all other financial assets and liabilities approximated fair value for the years ended December 31, 2022 and 2021.