Note 14. Fair Value Measurements

The Company groups its assets and liabilities measured at fair value in three levels based on the nature of the inputs and assumptions used to determine fair value. Refer to Note 3, Summary of Significant Accounting Policies, for additional information on the accounting policies related to fair value.

The carrying amounts of cash and cash equivalents, accounts receivable, net, and accounts payable approximate fair value due to the short-term nature of these instruments. As of June 30, 2025 and December 31, 2024, the Company had $16,034 and $29,036, respectively, primarily in money market funds that hold U.S. government cash equivalent instruments (included in cash and cash equivalents) which were valued based on Level 1 inputs. There were no transfers between levels within the hierarchy during the three and six months ended June 30, 2025 and the year ended December 31, 2024.

Derivative liabilities measured at fair value on a recurring basis are summarized below.

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Derivative liabilities are comprised of the OnkosXcel Warrants, BTI Warrants, and Option Warrants. The fair value of the derivative liabilities was determined using Binomial Option Pricing and Distribution models for the OnkosXcel Warrants and Option Warrants, and using a Black Scholes model for the BTI Warrants.

The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2025. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category.

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The change in fair value of the derivative liabilities was reported in the Condensed Consolidated Statements of Operations as Other (income) expense, net, for the three and six months ended June 30, 2025.

In estimating the fair value of the derivative liability related to the OnkosXcel Warrants, inputs included third-party fair value estimates of OnkosXcel limited liability company units along with the volatility of those units (which was set at 115% based on the historical volatility of the Company’s stock, along with a peer group of comparable publicly traded companies), and the timing and probability of the relevant capital transactions occurring.

In estimating the fair value of the derivative liability related to the Option Warrants, the valuation inputs used were a strike price of $3.50, the Company’s stock price of $2.70, volatility of 39.2% (adjusted to set the value of securities in the March 2025 Offering equal to the consideration paid), a term of 0.04 years and a risk-free rate of 4.39%. The Option Warrants expired on March 18, 2025 without being exercised, and the Company recorded a termination gain of $369 in Other (income) expense, net, in the Company’s Condensed Consolidated Statements of Operations.

In estimating the fair value of the derivative liability related to the BTI Warrants – March 2025 Accompanying Warrants, the valuation inputs used were a strike price of $4.20, the Company’s stock price of $2.70, volatility of 39.2% (adjusted to set the value of securities in the March 2025 Offering equal to the consideration paid), a term of 5 years and a risk-free rate of 4.01%. The Company remeasured the fair value at June 30, 2025 of $977, and for the three and six months ended June 30, 2025 recorded an unrealized gain of $425 and $1,854, respectively, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of June 30, 2025 were a strike price of $4.20, the Company’s stock price of $1.81, volatility of 38.7%, term of 4.7 years and risk-free rate of 3.78%.

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The estimated fair value of the Credit Agreement as of June 30, 2025 and December 31, 2024 was $101,135 and $94,204, respectively. Both observable and unobservable inputs were used to determine the fair value of long-term debt, which was classified within the Level 3 category.

The following table presents the BTI warrants issued and outstanding by the Company and the corresponding balance sheet classification:

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The fair value of the Closing Date Warrants, which was a non-recurring fair value, was determined as of the date of issuance using a Black-Scholes pricing model and the fair value of $3,245 was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts funded under the OFA Facilities. This non-recurring measurement is classified as Level 2. The inputs used were a strike price of $320.64, the Company’s stock price of $238.88, volatility of 95%, term of 7 years and risk-free rate of 2.95%.

As discussed in Note 9, Debt and Credit Facilities, in connection with the closing of the Second Amendment of the Credit Agreement, on the Second Amendment Effective Date, the Company amended and restated the Closing Date Warrants granted to the Lenders to have an exercise price of $58.3232 per share.

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Using a Black-Scholes pricing model, the Company determined that the Closing Date Warrants’ fair values at the original strike price of $320.64 and the amended strike price of $58.3232 were $548 and $802, respectively, as of the Second Amendment Effective Date. The Closing Date Warrants’ incremental increase in fair value for the repricing of $254, was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts refinanced under the Credit Agreement.

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In connection with the Second Amendment, the Company issued 4 “2023 Warrants” at a strike price of $58.3232 per share. The fair value of the 2023 Warrants, which is a non-recurring fair value, was determined as of the date of

issuance using a Black-Scholes pricing model and the fair value of $200 was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts funded under the Credit Agreement. This non-recurring measurement is classified as Level 2. The inputs used were a strike price of $58.3232, the Company’s stock price of $59.36, volatility of 99%, term of 5.4 years and risk-free rate of 4.14%.

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In connection with the Fourth Amendment, the Company issued 6 “2024 Warrants” at a strike price of $49.1568 per share. The fair value of the “2024 Warrants”, which was a non-recurring fair value, was determined as of the date of issuance using a Black-Scholes pricing model and the fair value of $224 was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts funded under the OFA Facilities. This non-recurring measurement is classified as Level 2. The inputs used were a strike price of $49.1568, the Company’s stock price of $44.48, volatility of 112.2%, term of 5 years and risk-free rate of 4.25%.

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In addition, in connection with the Fifth Amendment of the Credit Agreement, on the Fifth Amendment Effective Date of November 25, 2024, the Company amended and restated the Closing Date Warrants, 2023 Warrants, and 2024 Warrants granted to the Lenders to have an exercise price of $7.68 per share.

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Using a Black-Scholes pricing model, the Company determined that the Closing Date Warrants, 2023 Warrants, and 2024 Warrants’ fair values at the previously amended strike price of $58.3232 and original strike price of $49.1568 the amended strike price of $7.68 were $105 and $164, respectively, as of the Fifth Amendment Effective Date. The Closing Date Warrants, 2023 Warrants, and 2024 Warrants’ incremental increase in fair value for the repricing of $59, was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts refinanced under the Credit Agreement.

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The fair value of the Accompanying Warrants at issuance on March 25, 2024 was determined using a Black-Scholes pricing model and was recorded as a derivative liability with the offset recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets. This fair value measurement is classified as Level 2. On November 25, 2024, 534 of the 539 Accompanying Warrants’ strike price were amended to $9.136. The Company remeasured the Accompanying Warrants’ fair value at June 30, 2025 of $563, and for the three and six months ended June 30, 2025 recorded a net gain of $78 and $1,757, respectively, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of June 30, 2025 were strike prices of $9.136 and $51.20 for 534 and 5 Accompanying Warrants, respectively, the Company’s stock price of $1.81, volatility of 125.8%, term of 3.75 years and risk-free rate of 3.72%.

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The fair value of the November 2024 Accompanying Warrants at issuance on November 25, 2024 was determined using a Black-Scholes pricing model and was recorded as a derivative liability with the offset recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets. This fair value measurement is classified as Level 2. The Company remeasured the November 2024 Accompanying Warrants’ fair value at June 30, 2025 of $1,033, and for the three and six months ended June 30, 2025 recorded a net gain of $160 and $3,240, respectively, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of June 30, 2025 were a strike price of $7.68, the Company’s stock price of $1.81, volatility of 118.5%, term of 4.4 years and risk-free rate of 3.76%.