Note 4 — Fair Value of Financial Assets and Liabilities

 

Valuation of Warrant Liability

 

The Company previously accounted for a warrant to purchase shares of its common stock that was issued to the Company’s placement agent in connection with the Series A Preferred offering (see Note 9) as a liability. The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represented a Level 3 measurement within the fair value hierarchy. The Company used the BSM, which incorporates assumptions and estimates, to value the warrant. Estimates and assumptions impacting the fair value measurement included the fair value per share of the underlying shares of common stock, the remaining contractual term of the warrant, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying common stock. The Company determined the fair value per share of the underlying common stock by taking into consideration the most recent sales of its preferred stock, results obtained from third-party valuations and additional factors that were deemed relevant. The Company historically had been a private company and lacked company-specific historical and implied volatility information of its common stock. Therefore, the Company estimated its expected stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrant. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrant. The Company estimated a 0% expected dividend yield based on the fact that the Company had never paid or declared dividends and did not intend to do so in the foreseeable future.

 

In November 2018, in connection with the Company’s IPO, the number of shares issuable upon the exercise of the warrant became fixed (see Note 9). The Company remeasured the estimated fair value on the date of the IPO and reclassified this amount to additional paid-in-capital.

 

The following table provides a roll forward of the aggregate fair values of the Company’s warrant liability, for which fair value was determined using Level 3 inputs:

 

    Year ended
December 31,
2018
    Period from
April 27, 2017 (inception) to
December 31,
2017
 
Balance as of the beginning of the period   $ 520     $  
Initial fair value of warrant liability           479  
Change in fair value     2,583       41  
Warrant liability reclassified to additional paid-in-capital     (3,103 )      
Balance as of the end of the period   $     $ 520  

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.