v3.26.1
Fair Value Measurement
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
The fair value of cash and cash equivalents approximates carrying value since cash and cash equivalents consist of short-term highly liquid investments with maturities of less than three months at the time of purchase. Cash and cash equivalents are valued based upon quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. Money market funds are open-end mutual funds that invest in cash, government securities, and/or repurchase agreements that are collateralized fully. To the extent that these funds are valued based upon the reported net asset value, they are categorized in Level 1 of the fair value hierarchy.
Short-term marketable securities consisted of U.S. Treasury bills that are classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources or U.S. Government Treasury yield of appropriate term.
The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring and nonrecurring basis:
December 31, 2025
Level 1Level 2Level 3Total
(In thousands)
Financial Assets
Money market funds$4,339 $— $— $4,339 
U.S. Treasury bills— 69,491 — 69,491 
Total$4,339 $69,491 $— $73,830 
December 31, 2024
Level 1Level 2Level 3Total
(In thousands)
Financial Assets
Money market funds$5,632 $— $— $5,632 
U.S. Treasury bills— 104,510 — 104,510 
Total$5,632 $104,510 $— $110,142 
Financial Liabilities
Contingent consideration$— $— $948 $948 
There were no transfers in or out of Level 1, 2 and 3 measurements for the years ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, there were no securities within Level 3 of the fair value hierarchy. As of December 31, 2024, the contingent consideration was within Level 3 of the fair value hierarchy.
As of December 31, 2025 and 2024, the fair value of the 2024 Loan (as defined in Note 8) was $85.5 million and $84.7 million, respectively. The fair value was determined on the basis of its net present value and is considered Level 2 in the fair value hierarchy.
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands):
Level 3 Financial Liabilities
Fair value, beginning balance as of December 31, 2023
$4,858 
Change in fair value(3,910)
Fair value, ending balance as of December 31, 2024
948 
Change in fair value(948)
Fair value, ending balance as of December 31, 2025
$— 
The Company’s acquisition of Immetacyte involved the potential for the payment of future contingent consideration upon the achievement of (i) certain product development milestones including, approval of studies and commencement and completion of certain product trials, or (ii) various other performance conditions including, receipt of final approval for the first marketing authorization and first commercial sale in certain geographical markets. Contingent consideration is recorded at the estimated fair value of the contingent payments on the acquisition date. The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recognized as income or expense within research and development expense in the consolidated statements of operations and comprehensive loss.
During the year of acquisition, the Company determined the fair value of the contingent consideration by probability weighting scenarios of milestone achievements to determine the expected future contingent consideration payment, discounted to present value using an 8% discount rate based on the Company’s pre-tax cost of debt on the acquisition date. The probability of payments was 0% and 5% as of December 31, 2025 and 2024, respectively. Determinations of the likelihood of milestone achievements, which trigger payouts related to the contingent consideration, as well as the probabilities for various scenarios used in the Company’s calculations, were based on internal unobservable projections.
During the years ended December 31, 2025 and 2024, the change in fair value related to the contingent consideration was due to the discontinuation of the ITIL-306-202 development program, the change in present value for the passage of time, as well as expected dates and probabilities of milestone achievement revisions.