v3.26.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements
5.
Fair Value Measurements

The following table sets forth by level, within the fair value hierarchy, the Company's financial assets and liabilities carried at fair value on a recurring basis:

 

 

 

June 30, 2026

 

 

 

Total

 

 

Quoted prices in active markets for identical assets (Level 1)

 

 

Significant other observable inputs (Level 2)

 

 

Significant unobservable inputs (Level 3)

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

     Money market funds

 

$

59,142

 

 

$

59,142

 

 

$

 

 

$

 

     U.S. Treasury bills and U.S. Treasury notes

 

 

17,659

 

 

 

17,659

 

 

 

 

 

 

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

     U.S. Treasury bills and U.S. Treasury notes

 

 

351,038

 

 

 

 

 

 

351,038

 

 

 

 

          Total financial assets

 

$

427,839

 

 

$

76,801

 

 

$

351,038

 

 

$

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

14,974

 

 

$

 

 

$

 

 

$

14,974

 

 

 

$

14,974

 

 

$

 

 

$

 

 

$

14,974

 

 

 

 

December 31, 2025

 

 

Total

 

 

Quoted prices in
active markets for
identical assets
(Level 1)

 

 

Significant other
observable inputs
(Level 2)

 

 

Significant unobservable inputs (Level 3)

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

     Money market funds

 

$

30,032

 

 

$

30,032

 

 

$

 

 

$

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

     U.S. Treasury bills and U.S. Treasury notes

 

 

174,869

 

 

 

 

 

 

174,869

 

 

 

 

          Total financial assets

 

$

204,901

 

 

$

30,032

 

 

$

174,869

 

 

$

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

6,132

 

 

$

 

 

$

 

 

$

6,132

 

Warrant liability

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

$

6,133

 

 

$

 

 

$

 

 

$

6,133

 

 

There were no changes in valuation techniques or transfers between Levels 1, 2 or 3 for the periods presented.

Marketable securities classified as Level 2 within the valuation hierarchy generally consist of U.S. Treasury bills and U.S. Treasury notes. The Company estimates the fair values of marketable securities by taking into consideration valuations obtained from third-party pricing sources.

The carrying values of accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term nature of these instruments.

Valuation of Contingent Consideration

The contingent consideration in the below tables relates to the estimated fair value of future payments that may be made by the Company to the members of IFM Discovery, LLC (“IFM”) and Rahko as described below. The fair value of the contingent consideration was determined based on significant inputs not observable in the market, which represent Level 3 measurements.

IFM

In May 2022, the Company acquired all of the membership interests in IFM. The total purchase consideration was $3.1 million, which consisted of the following: (i) 81,240 shares of non-voting common stock at closing with the estimated fair value of $0.2 million, (ii) cash consideration of $0.9 million at closing, (iii) a deferred payment of $0.9 million, which was paid in June 2022, and (iv) contingent consideration in cash of up to $30.0 million, payable once for each of the NLR family pyrin domain containing 1 (“NLRP1”) and melanoma differentiation-associated protein 5 (“MDA5”) programs upon the first achievement of certain development, commercial, regulatory and sales milestones related to each such program. The estimated fair value of the contingent consideration was determined to be $1.1 million on the acquisition date. The contingent consideration is remeasured at each balance sheet date.

The fair value of the contingent consideration related to development, commercial, regulatory and sales milestones was based on the discounted cash flow valuation technique. The technique considered the following assumptions: (i) the probability and timing of achieving the specified milestones as of the valuation date and (ii) the market-based discount rates, with the most significant assumptions being the timing of the projected milestones and the probability of the milestones being achieved. The fair value of the contingent consideration could change in future periods depending on the prospects for the Company’s MDA5 and NLRP1 drug discovery programs acquired as part of the IFM transaction achieving development, commercial, regulatory and sales milestones. The estimated fair value of the contingent consideration as of June 30, 2026 and December 31, 2025 related to the IFM acquisition was $1.0 million and $1.4 million, respectively.

The following table sets forth the significant inputs to the discounted cash flow technique used to value contingent consideration for IFM as of June 30, 2026 and December 31, 2025:

 

Significant Unobservable Inputs

 

June 30, 2026

 

 

December 31, 2025

 

Discount rate

 

 

22.1

%

 

 

15.6

%

Projected milestone timing

 

3.00 to 11.26 Years

 

 

2.25 to 11.75 Years

 

Probability of milestone achievement - NLRP1 program

 

5.0% - 35.0%

 

 

5.0% - 35.0%

 

Probability of milestone achievement - MDA5 program

 

5.0% - 35.0%

 

 

5.0% - 35.0%

 

 

Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability.

Rahko

The Rahko acquisition included additional consideration payable of up to $30.0 million to the previous shareholders of Rahko upon the achievement of certain qualifying events, including (a) following the Company’s completion of an IPO or public listing of the Company’s shares on certain designated exchanges, upon the first occurrence of the total market capitalization of the Company being equal to or in excess of $1.5 billion, or (b) an exit event such as (i) a transaction or transactions by which more than 50% of the combined voting power of then outstanding voting securities of the Company are acquired, (ii) consolidation or merger of the Company into another entity, or (iii) sale or disposition of substantially all of the assets of the Company, in each case for which the potential proceeds are equal to or in excess of $1.5 billion. The fair value of the contingent consideration was determined based on a Monte-Carlo simulation model that utilizes a geometric Brownian motion to estimate the equity value of the Company at expected qualifying event dates. The Company applied risk-free rate, volatility and discount rate assumptions to simulate the expected equity value of the Company as of the expected qualifying event dates. The risk-free rate was based upon the interest rates corresponding to the time period for U.S. Treasury notes published by the U.S. Federal Reserve. The volatility was estimated based on equity volatility indications from the guideline public companies and the capital structure of the Company.

The contingent consideration as of the date when the Company has met the certain market capitalization threshold following a certain qualifying event was discounted to the measurement date using a discount rate that is based on all-in market yields for publicly traded debt securities of comparable credit quality to the contingent consideration payments. The discounted amount of contingent consideration and the equity values are subject to the Monte-Carlo simulations for 100,000 trials to derive the fair value of the contingent consideration. The estimated contingent consideration liability as of June 30, 2026 and December 31, 2025, related to the Rahko acquisition was $14.0 million and $4.7 million, respectively.

The Company completed its IPO in May 2026 and, therefore, the probability of completing an IPO is no longer a significant input into the valuation of the Rahko contingent consideration. The following table sets forth the assumptions, which are significant inputs to the Monte-Carlo simulation used to value such contingent consideration as of June 30, 2026:

 

As of June 30, 2026

Expected Term

 

Discount Rates

 

Risk Free Rate Applied to Equity Value

 

Equity Volatility

10 years

 

19.9% - 25.9%

 

4.4%

 

97.3%

As of December 31, 2025, given the Company was still a private entity, the following table sets forth the probability of completing an IPO (measured as a standalone metric separate from the other necessary triggers for the contingent consideration related to the Rahko acquisition), which was a significant input to the Monte-Carlo simulation used to value such contingent consideration:

 

As of December 31, 2025

Expected IPO Date

 

Probability of IPO Event

 

Discount Rates

 

Risk Free Rate Applied to Equity Value

 

Equity Volatility

May 31, 2026

 

15%

 

15.3% - 16.1%

 

4.2%

 

96.2%

December 30, 2026

 

14%

 

15.3% - 16.0%

 

4.2%

 

96.4%

February 28, 2027

 

14%

 

15.3% - 16.0%

 

4.3%

 

96.5%

April 30, 2027

 

14%

 

15.3% - 16.0%

 

4.3%

 

96.5%

*

 

43%

 

Varies

 

4.3%

 

Varies

 

*Reflects the probability weighted expected term of 1.83 years for the remaining scenarios between August 2027 and December 2027 with each scenario weighted 14.2% overall, for an aggregate probability weight of 42.6%.

Significant increases or decreases in these inputs could result in a significantly lower or higher fair value measurement of the contingent consideration liability.

Valuation of LSA Warrant Liability

In March 2022, the Company issued a warrant to purchase up to 64,992 shares of Series A-2 convertible preferred stock (the “LSA Warrant”) with an exercise price of $6.15 (see Note 11). Upon issuance, the LSA Warrant required liability classification, as the Series A-2 convertible preferred stock underlying the LSA Warrant is redeemable outside of the control of the Company. The Company initially recorded the LSA Warrant at fair value and records changes in fair value at each reporting period. At the LSA Warrant issuance date, the right of the holder to purchase 16,248 shares immediately vested and was exercisable. The right to purchase the remaining 48,744 shares was forfeited upon termination of the LSA by the Company in April 2023. As of December 31, 2025, the LSA Warrant to purchase 16,248 shares of Series A-2 convertible preferred stock was issued and outstanding.

Upon the Company's IPO, the LSA Warrant to purchase 16,248 shares of Series A-2 convertible preferred stock automatically converted into a warrant to purchase 1,742 shares of common stock in accordance with the conversion provisions. Following the conversion, the Company determined that the LSA Warrant met the criteria for equity classification. The Company remeasured the LSA Warrant to fair value immediately prior to the IPO, and the resulting warrant liability was reclassified to additional paid-in capital. As of June 30, 2026, the LSA Warrant to purchase 1,742 shares of common stock was issued and outstanding.

As of December 31, 2025, the estimated fair value of the LSA Warrant liability was determined using an option pricing model with the following assumptions:

 

Significant Unobservable Inputs

 

May 7, 2026

 

 

December 31, 2025

 

Expected term until a liquidity event (in years)

 

 

2

 

 

 

2

 

Volatility

 

 

97

%

 

 

80

%

Risk-free interest rate

 

 

3.9

%

 

 

3.5

%

Annual dividend rate

 

 

0

%

 

 

0

%

 

 

The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs:

 

 

Warrant Liability

 

 

Contingent Consideration

 

Balance as of January 1, 2026

 

$

1

 

 

$

6,132

 

Change in fair value

 

 

-

 

 

 

109

 

Balance as of March 31, 2026

 

 

1

 

 

 

6,241

 

Change in fair value

 

 

71

 

 

 

8,733

 

Reclassification to equity

 

 

(72

)

 

 

-

 

Balance as of June 30, 2026

 

$

 

 

$

14,974

 

 

 

 

Warrant Liability

 

 

Contingent Consideration

 

Balance as of January 1, 2025

 

$

45

 

 

$

10,179

 

Change in fair value

 

 

-

 

 

 

(5,648

)

Balance as of March 31, 2025

 

 

45

 

 

 

4,531

 

Change in fair value

 

 

-

 

 

 

(566

)

Balance as of June 30, 2025

 

$

45

 

 

$

3,965