Fair Value Measurements (Tables)
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3 Months Ended |
Mar. 31, 2026 |
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| Fair Value Disclosures [Abstract] |
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| Schedule of Fair Values of Cash, Cash Equivalents, and Short-Term Investments Measured at Fair Value on Recurring Basis |
The following tables categorize the fair values of cash, cash equivalents and investments measured at fair value on a recurring basis on the condensed consolidated balance sheets (in thousands):
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March 31, 2026 |
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December 31, 2025 |
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Cash and cash equivalents: |
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Cash |
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$ |
3,022 |
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$ |
1,407 |
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Money market funds |
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15,141 |
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4,402 |
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Total cash and cash equivalents |
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$ |
18,163 |
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$ |
5,809 |
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Short-term investments: |
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Government and agency notes |
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— |
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11,943 |
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Total short-term investments |
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$ |
— |
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$ |
11,943 |
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| Schedule of Financial Assets and Liabilities to Fair Value Measurements on Recurring Basis |
Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements by major security type as of March 31, 2026 and December 31, 2025 are presented in the following tables (in thousands):
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Fair Value Measurements as of March 31, 2026 |
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Total |
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Level 1 |
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Level 2 |
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Level 3 |
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Assets: |
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Money market funds |
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$ |
15,141 |
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$ |
15,141 |
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$ |
— |
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$ |
— |
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Total Assets |
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$ |
15,141 |
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$ |
15,141 |
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$ |
— |
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$ |
— |
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Liabilities: |
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Common warrants |
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|
694 |
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— |
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— |
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|
694 |
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Total |
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$ |
694 |
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$ |
— |
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$ |
— |
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$ |
694 |
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Fair Value Measurements as of December 31, 2025 |
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Total |
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Level 1 |
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Level 2 |
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Level 3 |
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Assets: |
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Money market funds |
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$ |
4,402 |
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$ |
4,402 |
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$ |
— |
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$ |
— |
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Government and agency notes |
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11,943 |
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— |
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11,943 |
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— |
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Total Assets |
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$ |
16,345 |
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$ |
4,402 |
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$ |
11,943 |
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$ |
— |
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Liabilities: |
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Short-term contingent consideration |
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$ |
12,369 |
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— |
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— |
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12,369 |
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Long-term contingent consideration |
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51,961 |
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— |
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— |
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51,961 |
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Debt |
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18,026 |
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— |
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— |
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18,026 |
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Common warrants |
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25,452 |
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— |
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— |
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25,452 |
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Pre-Funded warrants |
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6,698 |
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— |
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— |
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6,698 |
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Total Liabilities |
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$ |
114,506 |
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$ |
— |
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$ |
— |
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$ |
114,506 |
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| Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation |
The following table reflects the changes in present value of acquisition related accrued earnouts of contingent consideration liability using significant unobservable inputs (Level 3) for the three months ended March 31, 2026 and 2025 (in thousands):
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March 31, 2026 |
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March 31, 2025 |
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Beginning balance |
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$ |
64,330 |
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$ |
56,691 |
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Change in fair value |
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(64,330 |
) |
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1,924 |
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Ending balance |
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$ |
— |
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$ |
58,615 |
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The following table presents the changes in the fair value of the Level 3 EIB Loan for the three months ended March 31, 2026 and 2025 (in thousands):
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March 31, 2026 |
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March 31, 2025 |
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Beginning balance |
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$ |
18,026 |
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$ |
14,321 |
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Change in fair value |
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(12,168 |
) |
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|
444 |
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Interest payment |
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(29 |
) |
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(54 |
) |
Settlement of debt |
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(5,545 |
) |
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— |
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Due to foreign currency translation |
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(284 |
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555 |
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Ending balance |
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$ |
— |
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$ |
15,266 |
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The following table presents the changes in the fair value of the Level 3 liability classified warrants for the three months ended March 31, 2026:
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(in thousands) |
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Balance as of December 31, 2025 |
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$ |
32,150 |
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Exercise of pre-funded warrants and reclassification to equity |
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(340 |
) |
Change in fair value of warrants |
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(31,116 |
) |
Balance as of March 31, 2026 |
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$ |
694 |
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| Schedule of Quantitative Information About Fair Value Measurements |
The following table summarizes the assumptions used in the valuation of the contingent consideration in the period presented (in thousands except for percentages):
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December 31, 2025 |
Expected timing of milestones completion dates |
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2026 - 2038 |
Discount rate |
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14.5% |
Probability of achievement |
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1% - 56.5% |
The following table summarizes the assumptions including the unobservable inputs related to the Company's debt in the periods presented:
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December 31, 2025 |
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Discount rate |
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13 |
% |
The following table summarizes key inputs used in the valuation of the liability classified warrants as of the issuance date and as of March 31, 2026:
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As of December 31, 2025 |
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As of March 31, 2026 |
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Expected term |
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4.45 years |
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4.21 years |
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Common stock market price |
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$ |
33.50 |
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$ |
1.00 |
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Common warrants exercise price |
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$ |
12.00 |
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$ |
12.00 |
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Pre-Funded warrants exercise price |
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$ |
0.01 |
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$ |
— |
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Risk-free interest rate |
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3.63 |
% |
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3.87 |
% |
Expected volatility |
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110.96 |
% |
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173.24 |
% |
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