Tenaya Therapeutics, Inc. Fair Value Disclosure
Note 7. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 - Inputs other than quoted market prices included in Level 1 are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
The following tables summarize the Company’s financial assets measured at fair value on a recurring basis by level within the fair value hierarchy:
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December 31, 2024 |
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Valuation |
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Amortized |
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Unrealized |
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Unrealized |
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Fair Value |
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(In thousands) |
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Assets: |
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Cash equivalents: |
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Money market funds |
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Level 1 |
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1,289 |
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— |
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— |
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1,289 |
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Marketable securities: |
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U.S. treasuries |
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Level 1 |
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49,135 |
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28 |
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(12 |
) |
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49,151 |
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Commercial paper |
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Level 2 |
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3,974 |
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3 |
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— |
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3,977 |
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Government agencies bonds |
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Level 2 |
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3,987 |
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8 |
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— |
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3,995 |
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Total financial assets |
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$ |
58,385 |
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$ |
39 |
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$ |
(12 |
) |
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$ |
58,412 |
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December 31, 2023 |
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Valuation |
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Amortized |
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Unrealized |
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Unrealized |
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Fair Value |
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(In thousands) |
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Assets: |
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Cash equivalents: |
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Money market funds |
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Level 1 |
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$ |
91 |
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$ |
— |
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$ |
— |
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$ |
91 |
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U.S. treasuries |
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Level 1 |
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3,595 |
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— |
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— |
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3,595 |
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Commercial paper |
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Level 2 |
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34,901 |
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— |
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(18 |
) |
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34,883 |
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Government agencies bonds |
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Level 2 |
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6,389 |
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1 |
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— |
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6,390 |
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Marketable securities: |
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U.S. treasuries |
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Level 1 |
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16,182 |
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4 |
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(15 |
) |
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16,171 |
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Commercial paper |
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Level 2 |
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2,971 |
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— |
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(2 |
) |
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2,969 |
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Government agencies bonds |
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Level 2 |
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39,897 |
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6 |
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(82 |
) |
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39,821 |
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Total financial assets |
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$ |
104,026 |
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$ |
11 |
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$ |
(117 |
) |
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$ |
103,920 |
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Money market funds and U.S. treasury securities are classified as Level 1 because they are valued using quoted market prices in active markets for identical assets. Financial instruments classified within Level 2 of the fair value hierarchy are valued based on observable inputs or can be derived from non-binding quotes from the Company’s investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, or historical pricing trends of a security relative to its peers.
The Company believes it is more likely than not that its marketable securities in an unrealized loss position will be held until maturity or the recovery of the cost basis of the investment. As of December 31, 2024, the
Company has not recorded any allowance for credit losses on its investment securities. Based upon its quarterly impairment review, the Company determined that the unrealized losses were not attributed to credit risk, but were primarily driven by the broader change in interest rates.
As of December 31, 2024, all available-for-sale marketable securities had remaining maturities of less than one year.
The Company's financial liability measured at fair value on a recurring basis consists of the Remaining Lender Warrant issued in connection with the Loan Agreement (see Note 6, Stockholders' Equity). The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company utilized the Black-Scholes option valuation model to fair value the warrant liability. The fair value is estimated using the Black-Scholes option-pricing model and adjusted for the likelihood of draw downs. The expected term is based on the remaining contractual term of the warrant. The Company estimates its expected stock volatility based on the historical volatility of a set of peer companies, which are publicly traded, and expects to continue to do so until it has adequate historical data regarding the volatility of its own publicly-traded stock price. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the expected term of the Lender Warrant. The Company uses an expected dividend yield of zero based on the fact that the Company has never paid cash dividends and does not expect to pay cash dividends in the foreseeable future. The warrant liability is subject to re-measurement at each balance sheet date, and any change in fair value is recognized as a gain or loss in our statement of operations and comprehensive loss. During the year ended December 31, 2024, the fair value of the warrant liability and its change were not material.
The carrying amount of the Company’s remaining financial assets and liabilities, which include cash, receivables and payables, approximate their fair values due to their short-term nature.
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.