3. Fair Value Measurements

Recurring Fair Value Measurements

The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Marketable securities include U.S. treasury bills and U.S. government agency securities that are valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data.

The carrying amounts reflected in the consolidated balance sheets for cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values, due to their short-term nature.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 were as follows (in thousands):

 

 

Total

 

 

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

   Money market funds

 

$

21,377

 

 

$

21,377

 

 

$

 

 

$

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

   U.S. government agency securities

 

 

63,363

 

 

 

 

 

 

63,363

 

 

 

 

MS APA asset

 

 

1,481

 

 

 

 

 

 

 

 

 

1,481

 

Total financial assets

 

$

86,221

 

 

$

21,377

 

 

$

63,363

 

 

$

1,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

CVR liability

 

$

1,481

 

 

$

 

 

$

 

 

$

1,481

 

Total financial liabilities

 

$

1,481

 

 

$

 

 

$

 

 

$

1,481

 

 

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 were as follows (in thousands):

 

Total

 

 

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

Financial assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

   Money market funds

 

$

55,155

 

 

$

55,155

 

 

$

 

 

$

 

Marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

   U.S. treasury bills

 

 

22,238

 

 

 

 

 

 

22,238

 

 

 

 

   U.S. government agency securities

 

 

85,173

 

 

 

 

 

 

85,173

 

 

 

 

MS APA asset

 

 

1,472

 

 

 

 

 

 

 

 

 

1,472

 

Total financial assets

 

$

164,038

 

 

$

55,155

 

 

$

107,411

 

 

$

1,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

CVR liability

 

$

1,472

 

 

$

 

 

$

 

 

$

1,472

 

Total financial liabilities

 

$

1,472

 

 

$

 

 

$

 

 

$

1,472

 

The fair value of the CVR liability and the MS APA are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the CVR liability and the MS APA asset, the Company used the income approach, primarily discounted cash flow models. The discounted cash flow models require the use of significant judgment, estimates and assumptions, including the probability of technical and regulatory success, and discount rates. For the year ended December 31, 2025, the aggregate change in fair value of the CVR liability and MS APA asset was $0.1 million. For the year ended December 31, 2024, the aggregate change in fair value of the CVR liability and MS APA asset was $0.1 million.

There were no changes in valuation techniques, nor were there any transfers among the fair value hierarchy levels during the years ended December 31, 2025 or 2024.

Nonrecurring Fair Value Measurements

The Company determined that indicators of impairment existed during the fourth quarter of 2025 and, as a result, the Company's long-lived assets were reviewed for impairment. The Company assessed the recoverability of its single enterprise-wide asset group and determined that the assets were not fully recoverable when compared to the future undiscounted cash flows from the asset group. As a result, the Company estimated the fair value of the asset group which resulted in a non-cash, long-lived

asset impairment charge of $30.9 million in 2025. The asset impairment charge was recorded as Long-lived asset impairment charge in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025. The $30.9 million consists of $15.0 million and $15.9 million of impairment charges on the Company's operating ROU asset and property and equipment, respectively. The impairment charge was allocated to the long-lived assets of the asset group on a pro rata basis using the relative carrying amount of those assets. The fair value of the single enterprise-wide asset group was calculated using the Company’s market capitalization at the date the impairment indicators were identified using Level 1 inputs.

Historical Timeline

Fiscal YearFiled
2025Mar 12, 2026Showing above
2024Mar 18, 2025
2023Mar 26, 2024
2022Mar 10, 2023
2021Mar 15, 2022
2020Mar 29, 2021
2019Mar 26, 2020

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.