v3.26.1
Fair Value Measurements and Marketable Securities Available-for-Sale
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Marketable Securities Available for Sale

3. Fair Value Measurements and Marketable Securities Available-for-Sale

The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.

The following table presents information about the Company’s marketable securities as of June 30, 2026 and December 31, 2025, as well as the Warrant liability as of December 31, 2025, measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s Warrant liabilities are included within the Level 1 fair value hierarchy. The fair value of the Consideration, Public and Forward Purchase Warrants is determined using the closing price of the warrants on the NYSE market. The fair value of the Private Placement Warrants is determined using the Black-Scholes option pricing formula. The primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility. The expected volatility was estimated considering observable Public Warrant pricing, the Company's own historical volatility and the volatility of guideline public companies. There have not been any transfers between the levels during the periods. The Warrants expired on February 10, 2026.

 

 

 

June 30, 2026

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(In thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

20,348

 

 

$

20,348

 

 

$

—

 

 

$

—

 

 

 

 

20,348

 

 

 

20,348

 

 

 

—

 

 

 

—

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Certificate of deposits

 

 

2,890

 

 

 

—

 

 

 

2,890

 

 

 

—

 

Commercial paper

 

 

10,633

 

 

 

—

 

 

 

10,633

 

 

 

—

 

U.S. government and government agency securities

 

 

298,423

 

 

 

—

 

 

 

298,423

 

 

 

—

 

Corporate bonds

 

 

90,406

 

 

 

—

 

 

 

90,406

 

 

 

—

 

 

 

 

402,352

 

 

 

—

 

 

 

402,352

 

 

 

—

 

Total financial assets:

 

$

422,700

 

 

$

20,348

 

 

$

402,352

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

(In thousands)

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

52,339

 

 

$

52,339

 

 

$

—

 

 

$

—

 

U.S. government and government agency securities

 

 

43,990

 

 

 

—

 

 

 

43,990

 

 

 

—

 

 

 

 

96,329

 

 

 

52,339

 

 

 

43,990

 

 

 

—

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Certificate of deposits

 

 

3,918

 

 

 

—

 

 

 

3,918

 

 

 

—

 

Commercial paper

 

 

5,158

 

 

 

—

 

 

 

5,158

 

 

 

—

 

U.S. government and government agency securities

 

 

226,777

 

 

 

—

 

 

 

226,777

 

 

 

—

 

Corporate bonds

 

 

129,272

 

 

 

—

 

 

 

129,272

 

 

 

—

 

 

 

 

365,125

 

 

 

—

 

 

 

365,125

 

 

 

—

 

Total financial assets:

 

$

461,454

 

 

$

52,339

 

 

$

409,115

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

$

2,865

 

 

$

2,865

 

 

$

—

 

 

$

—

 

Marketable securities consist primarily of U.S. government and government agency, certificate of deposits, commercial paper, corporate bond and municipal securities (“Debt Securities”). Based on the Company’s intentions regarding its marketable securities, all Debt Securities are classified as available-for-sale and are carried at fair value based on the price that would be received upon sale of the security.

The following table provides the amortized cost, aggregate fair value, and unrealized gains (losses) of marketable securities as of June 30, 2026 and December 31, 2025:

 

 

 

June 30, 2026

 

 

 

Amortized
Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

 

 

(In thousands)

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

20,348

 

 

$

—

 

 

$

—

 

 

$

20,348

 

 

 

 

20,348

 

 

 

—

 

 

 

—

 

 

 

20,348

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Certificate of deposits

 

 

2,888

 

 

 

2

 

 

 

—

 

 

 

2,890

 

Commercial paper

 

 

10,643

 

 

 

1

 

 

 

(11

)

 

 

10,633

 

U.S. government and government agency securities

 

 

299,198

 

 

 

18

 

 

 

(793

)

 

 

298,423

 

Corporate bonds

 

 

90,529

 

 

 

13

 

 

 

(136

)

 

 

90,406

 

 

 

 

403,258

 

 

 

34

 

 

 

(940

)

 

 

402,352

 

 

 

$

423,606

 

 

$

34

 

 

$

(940

)

 

$

422,700

 

 

 

 

 

December 31, 2025

 

 

 

Amortized
Cost

 

 

Unrealized Gains

 

 

Unrealized Losses

 

 

Fair Value

 

 

 

(In thousands)

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

52,339

 

 

$

—

 

 

$

—

 

 

$

52,339

 

U.S. government and government agency securities

 

 

43,985

 

 

 

5

 

 

 

—

 

 

 

43,990

 

 

 

 

96,324

 

 

 

5

 

 

 

—

 

 

 

96,329

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Certificate of deposits

 

 

3,909

 

 

 

9

 

 

 

—

 

 

 

3,918

 

Commercial paper

 

 

5,154

 

 

 

4

 

 

 

—

 

 

 

5,158

 

U.S. government and government agency securities

 

 

226,247

 

 

 

530

 

 

 

—

 

 

 

226,777

 

Corporate bonds

 

 

129,044

 

 

 

249

 

 

 

(21

)

 

 

129,272

 

 

 

 

364,354

 

 

 

792

 

 

 

(21

)

 

 

365,125

 

 

 

$

460,678

 

 

$

797

 

 

$

(21

)

 

$

461,454

 

For the three and six months ended June 30, 2026 and 2025, there were no unrealized gains or losses on equity securities. The activity related to the net gains (losses) on marketable securities included in other income (expense) on the consolidated statements of operations and comprehensive loss were as follows (in thousands):

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net realized gains (losses) on available-for-sale securities were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Realized gains from sales of available-for-sale securities

 

$

20

 

 

$

—

 

 

$

28

 

 

$

3

 

Realized losses from sales of available-for-sale securities

 

 

(11

)

 

 

(1

)

 

 

(11

)

 

 

(1

)

Net gains (losses) on marketable securities

 

$

9

 

 

$

(1

)

 

$

17

 

 

$

2

 

The following tables provide marketable securities with continuous unrealized losses for less than 12 months and 12 months or greater and the related fair values as of June 30, 2026 and December 31, 2025 were as follows:

 

 

 

June 30, 2026

 

 

 

Less than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

Total

 

 

 

Fair Value

 

 

Unrealized Losses

 

 

Fair Value

 

 

Unrealized Losses

 

 

Fair Value

 

 

Unrealized Losses

 

 

 

(In thousands)

 

Commercial paper

 

$

9,375

 

 

$

(11

)

 

$

—

 

 

$

—

 

 

$

9,375

 

 

$

(11

)

U.S. government and government agency securities

 

 

226,327

 

 

 

(793

)

 

 

—

 

 

 

—

 

 

 

226,327

 

 

 

(793

)

Corporate bonds

 

 

66,182

 

 

 

(136

)

 

 

—

 

 

 

—

 

 

 

66,182

 

 

 

(136

)

 

 

$

301,884

 

 

$

(940

)

 

$

—

 

 

$

—

 

 

$

301,884

 

 

$

(940

)

 

 

 

December 31, 2025

 

 

 

Less than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

Total

 

 

 

Fair Value

 

 

Unrealized Losses

 

 

Fair Value

 

 

Unrealized Losses

 

 

Fair Value

 

 

Unrealized Losses

 

 

 

(In thousands)

 

Corporate bonds

 

$

18,157

 

 

$

(21

)

 

$

—

 

 

$

—

 

 

$

18,157

 

 

$

(21

)

 

 

$

18,157

 

 

$

(21

)

 

$

—

 

 

$

—

 

 

$

18,157

 

 

$

(21

)

Unrealized losses from the marketable securities are primarily attributable to changes in interest rates and represent temporary impairments due to general market factors. The Company has not recognized an allowance for expected credit losses related to available-for-sale investments as the Company has not identified any unrealized losses for these investments attributable to credit factors during

the three and six months ended June 30, 2026. As of June 30, 2026, the Company does not intend to sell these securities nor does the Company believe that it will be required to sell these securities before the recovery of their amortized cost basis.

Maturity information based on fair value is as follows as of June 30, 2026:

 

 

 

Within one year

 

 

After one year
through five years

 

 

Total

 

 

 

(In thousands)

 

Certificate of deposits

 

$

2,890

 

 

$

—

 

 

$

2,890

 

Commercial paper

 

 

10,633

 

 

 

—

 

 

 

10,633

 

U.S. government and government agency securities

 

 

250,357

 

 

 

48,066

 

 

 

298,423

 

Corporate bonds

 

 

40,182

 

 

 

50,224

 

 

 

90,406

 

 

$

304,062

 

 

$

98,290

 

 

$

402,352

 

Debt, Convertible Debt and Liability Related to Revenue Interest Financing Agreement

As of June 30, 2026, the Company estimated the fair value of its debt and convertible debt approximated the carrying amount. The fair value of the debt and convertible debt was estimated solely for disclosure purposes and was determined based on observable inputs. Accordingly, it was categorized as Level 2 in the fair value hierarchy. The fair value of the liability related to the sale of future royalties is based on the Company's current estimates of future royalties expected to be paid to Sagard over the life of the arrangement. The Company periodically reassesses the amount and timing of estimated royalty payments based on internal sales projections and external information from market data sources, which are considered Level 3 inputs. As of June 30, 2026, the estimated fair value of the liability approximated the carrying amount.