AVITA Medical, Inc. Fair Value Disclosure
4. Fair Value Measurements
ASC 820, Fair Value Measurement, the authoritative guidance on fair value measurements, establishes a framework with respect to measuring assets and liabilities at fair value on a recurring basis and non-recurring basis. Under the framework, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The framework also establishes a three-tier hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability and are developed based on the best information available in the circumstances. The hierarchy consists of the following three levels:
Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2: Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Inputs are unobservable inputs for the asset or liability.
The following tables present information about the Company’s financial assets measured at fair value on a recurring basis, based on the three-tier fair value hierarchy:
|
As of December 31, 2025 |
|
||||||||||
(in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
||||
Money market funds |
$ |
8,448 |
|
$ |
- |
|
$ |
- |
|
$ |
8,448 |
|
Total cash equivalents |
$ |
8,448 |
|
$ |
- |
|
$ |
- |
|
$ |
8,448 |
|
Current marketable securities: |
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
$ |
- |
|
$ |
7,942 |
|
$ |
- |
|
$ |
7,942 |
|
Total current marketable securities |
$ |
- |
|
$ |
7,942 |
|
$ |
- |
|
$ |
7,942 |
|
Total marketable securities and cash equivalents |
$ |
8,448 |
|
$ |
7,942 |
|
$ |
- |
|
$ |
16,390 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
||||
Loan facility |
$ |
- |
|
$ |
- |
|
$ |
42,984 |
|
$ |
42,984 |
|
Warrant liabilities |
|
501 |
|
|
- |
|
|
742 |
|
|
1,243 |
|
Non-qualified deferred compensation plan liability |
|
- |
|
|
3,973 |
|
|
- |
|
$ |
3,973 |
|
Total financial liabilities |
$ |
501 |
|
$ |
3,973 |
|
$ |
43,726 |
|
$ |
48,200 |
|
Financial assets: |
|
|
|
|
|
|
|
|
||||
Corporate-owned life insurance policies |
$ |
- |
|
$ |
3,116 |
|
$ |
- |
|
$ |
3,116 |
|
Total financial assets |
$ |
- |
|
$ |
3,116 |
|
$ |
- |
|
$ |
3,116 |
|
|
As of December 31, 2024 |
|
||||||||||
(in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
||||
Money market funds |
$ |
11,720 |
|
$ |
- |
|
$ |
- |
|
$ |
11,720 |
|
Total cash equivalents |
$ |
11,720 |
|
$ |
- |
|
$ |
- |
|
$ |
11,720 |
|
Current marketable securities: |
|
|
|
|
|
|
|
|
||||
U.S. Treasury securities |
$ |
- |
|
$ |
21,835 |
|
$ |
- |
|
$ |
21,835 |
|
Total current marketable securities |
$ |
- |
|
$ |
21,835 |
|
$ |
- |
|
$ |
21,835 |
|
Total marketable securities and cash equivalents |
$ |
11,720 |
|
$ |
21,835 |
|
$ |
- |
|
$ |
33,555 |
|
Financial liabilities: |
|
|
|
|
|
|
|
|
||||
Loan facility |
$ |
- |
|
$ |
- |
|
$ |
42,245 |
|
$ |
42,245 |
|
Warrant liability |
|
- |
|
|
- |
|
|
3,432 |
|
|
3,432 |
|
Non-qualified deferred compensation plan liability |
|
- |
|
|
5,063 |
|
|
- |
|
|
5,063 |
|
Total financial liabilities |
$ |
- |
|
$ |
5,063 |
|
$ |
45,677 |
|
$ |
50,740 |
|
Financial assets: |
|
|
|
|
|
|
|
|
||||
Corporate-owned life insurance policies |
$ |
- |
|
$ |
3,006 |
|
$ |
- |
|
$ |
3,006 |
|
Total financial assets |
$ |
- |
|
$ |
3,006 |
|
$ |
- |
|
$ |
3,006 |
|
The following table presents the summary of changes in the fair value of the Company’s Level 3 financial instruments:
|
As of December 31, 2025 |
|
As of December 31, 2024 |
|
||||||||
(in thousands) |
Loan facility |
|
Warrant liability |
|
Loan facility |
|
Warrant liability |
|
||||
Balance beginning of period |
$ |
42,245 |
|
$ |
3,432 |
|
$ |
39,812 |
|
$ |
3,158 |
|
Change in fair value in earnings |
|
1,322 |
|
|
(2,690 |
) |
|
2,463 |
|
|
274 |
|
Change in fair value in other comprehensive loss |
|
(583 |
) |
|
- |
|
|
(30 |
) |
|
- |
|
Balance end of period, at fair value |
$ |
42,984 |
|
$ |
742 |
|
$ |
42,245 |
|
$ |
3,432 |
|
The Company’s Level 1 assets include money market instruments and are valued based upon observable market prices. The Company’s Level 1 liabilities include the Penny Warrants (as defined below) and are valued based upon observable market prices. Level 2 assets consist of U.S Treasury securities. Level 2 securities are valued based upon observable inputs that include reported trades, broker/dealer quotes, bids and offers. Cash equivalents consist of money market funds and are classified as a Level 1. The corporate-owned life insurance contracts are recorded at cash surrender value, which approximates the fair value and is categorized as Level 2. Non-qualified deferred compensation plan liability is measured at fair value based on quoted prices of identical instruments to the investment vehicles selected by the participants and it is recorded as Level 2. There were no transfers between fair value measurement levels during the years-ended December 31, 2025 and 2024.
Loan Facility
The fair value of the loan facility was determined using a Monte Carlo Simulation (“MCS”) in order to predict the probability of different outcomes. The valuation was performed based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the loan facility is recorded in the Consolidated Balance Sheets. The fair value is estimated by the Company each reporting period and the change in the fair value is recorded in both earnings and other comprehensive income depending on the instrument's inherent credit risk and market risk related to the loan facility valuation. The assumptions used in the MCS were risk-free interest rate, revenue volatility, revenue discount rate, future revenue projection, and expected dividend rate.
As the loan facility is subject to net revenue requirements, the valuation of the loan facility was determined using MCS. The underlying metric to be simulated is the projected Trailing Twelve Month (“TTM”) revenues at each quarter end through the maturity date of October 18, 2028. Based on the simulated metric, the different levels of simulated TTM revenues may trigger different discounted cash flow scenarios in which the TTM revenues are lower than the targeted revenues per the Previous Credit Agreement (as defined in Note 6 to the Consolidated Financial Statements) or the TTM revenues are equal to or higher than the targeted revenues per the Previous Credit Agreement, as discussed in Note 6 to the Consolidated Financial Statements. MCS performs 100,000 iterations of various simulated revenues to determine the fair value of the loan facility.
The below assumptions were used in the MCS:
|
December 31, 2025 |
|
December 31, 2024 |
|
||
Risk-free interest rate |
|
3.49 |
% |
|
4.25 |
% |
Revenue volatility |
|
63.00 |
% |
|
63.00 |
% |
Revenue discount rate |
|
13.84 |
% |
|
14.11 |
% |
Warrant Liabilities
On February 13, 2025, the Company issued 145,180 warrants with an exercise price of $0.01 per share (the “Penny Warrants”). The Penny Warrants were issued in connection with the Previous Credit Agreement. The fair value of the Penny Warrants liability was determined based on quoted prices in active markets, which represents a Level 1 measurement within the fair value hierarchy. The fair value of the Penny Warrants liability, which is reported within Warrant liabilities on the Consolidated Balance Sheets, is estimated by the Company based on the closing price of the Company’s Common stock as quoted on the Nasdaq Capital Market (“Nasdaq”) under the ticker code, “RCEL.”
On the Closing Date of the Previous Credit Agreement, the Company issued 409,661 warrants with an exercise price of $10.9847 per share. As a result of the Placement and the issuance of Common stock, the exercise price of these warrants was adjusted to $10.218 (the “$10.218 Warrants”). The fair value of the $10.218 Warrants liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the $10.218 Warrants liability, which is reported within Warrant liabilities on the Consolidated Balance Sheets, is estimated by the Company based on the Black-Scholes option pricing model with the following key inputs:
|
December 31, 2025 |
|
December 31, 2024 |
|
||
Price of common stock |
$ |
3.45 |
|
$ |
12.80 |
|
Expected term |
7.80 years |
|
8.80 years |
|
||
Expected volatility |
|
68.94 |
% |
|
48.89 |
% |
Exercise price |
$ |
10.2180 |
|
$ |
10.9847 |
|
Risk-free interest rate |
|
3.97 |
% |
|
4.49 |
% |
Expected dividends |
|
0.00 |
% |
|
0.00 |
% |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 23, 2023 | |
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.