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, within the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 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, 2026 and December 31, 2025, the Company had $12,624 and $27,085, 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, 2026 and the year ended December 31, 2025.

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

​

​

​

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 the Black Scholes model was used for the BTI Warrants.

The following table presents changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2026 and 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.

​

​

The derivative liabilities were reported at their fair values in the Condensed Consolidated Balance Sheets. 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, 2026.

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 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. As of June 30, 2026, the OnkosXcel Warrants had no fair value, as the Company does not anticipate a public offering of OnkosXcel at this time.

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%. As the fair value measurement of the derivative liability related to the BTI Warrants – March 2025 Accompanying Warrants is classified within Level 3 of the fair value hierarchy and relies on a significant unobservable input (volatility), the resulting fair value is subject to inherent measurement uncertainty. Reasonably possible changes in the volatility assumption at the reporting date could have resulted in a significantly higher or lower fair value measurement and increases in volatility would generally increase the fair value of the warrant liability while decreases in volatility would reduce it. The Company remeasured the fair value of the remaining warrants at June 30, 2026 of $167, and for the three and six months ended June 30, 2026 recorded a net loss of $16 and a net gain of $187, respectively, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of June 30, 2026 were a strike price of $4.20, the Company’s stock price of $1.41, volatility of 41.32%, term of 3.7 years and risk-free rate of 4.17%.

​

The estimated fair value of the Credit Agreement as of June 30, 2026 and December 31, 2025 was $106,445 and $107,850, 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:

​

​

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, the Company amended and restated the Closing Date Warrants granted to the Lenders to have an exercise price of $58.3232 per share.

​

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 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.

​

In connection with a prior amendment to the Credit Agreement, 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%.

​

In connection with a prior amendment to the Credit Agreement, 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%.

​

In addition, in connection with a prior amendment to the Credit Agreement, on the 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.

​

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 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.

​

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. In connection with the March 2026 Offering discussed in Note 11, Common Stock Financing Activities, all 539 Accompanying Warrants’ strike price were amended to $1.614 and the term was extended to five years following the closing date of the March 2026 Offering, as part of the consideration provided to one of the investors in the offering. The increase in fair value due to the amended strike price of $224 was recorded as an increase in the carrying value of the Derivative liability, with the offset recorded a reduction to Additional paid-in-capital in the Company’s Condensed Consolidated Balance Sheets. The Company remeasured the Accompanying Warrants’ fair value at June 30, 2026 of $630, and for the three and six months ended June 30, 2026 recorded a net loss of $34 and a

net gain of $96, respectively, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of June 30, 2026 were a strike price of $1.614, the Company’s stock price of $1.41, volatility of 125.0%, term of 4.7 years and risk-free rate of 4.19%.

​

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. In connection with the March 2026 Offering discussed in Note 11, Common Stock Financing Activities, 846 of the 913 November 2024 Accompanying Warrants’ strike price were amended to $1.614 and the term was extended to five years following the closing date of the March 2026 Offering, as part of the consideration provided to one of the investors in the offering. The increase in fair value due to the amended strike price of $282 was recorded as an increase in the carrying value of the Derivative liability, with the offset recorded a reduction to Additional paid-in-capital in the Company’s Condensed Consolidated Balance Sheets. The Company remeasured the November 2024 Accompanying Warrants’ fair value at June 30, 2026 of $1,046, and for the three and six months ended June 30, 2026 recorded a net loss of $56 and a net gain of $170, respectively, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of June 30, 2026 for the 846 amended November 2024 Accompanying Warrants were a strike price of $1.614, the Company’s stock price of $1.41, volatility of 125.0%, term of 4.7 years and risk-free rate of 4.19%. The valuation inputs used as of June 30, 2026 for the remaining 67 November 2024 Accompanying Warrants were a strike price of $7.680, the Company’s stock price of $1.41, volatility of 136.3%, term of 3.4 years and risk-free rate of 4.16%.

​

The fair value of the March 2026 Accompanying Warrants at issuance on March 11, 2026 was determined using a Black-Scholes pricing model and the fair value of $5,940 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 valuation inputs used were a strike price of $1.614, the Company’s stock price of $1.57, volatility of 121.8%, a term of 5 years and a risk-free rate of 3.79%. The Company remeasured the March 2026 Accompanying Warrants’ fair value at June 30, 2026 of $5,267, and for the three and six months ended June 30, 2026 recorded a net loss of $287 and a net gain of $673, respectively, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of June 30, 2026 were a strike price of $1.614, the Company’s stock price of $1.41, volatility of 125.0%, term of 4.7 years and risk-free rate of 4.19%.

​

The fair value of the March 2026 Placement Agent 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 $232 was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets. This non-recurring fair value measurement is classified as Level 2. The valuation inputs used were a strike price of $2.0175, the Company’s stock price of $1.57, volatility of 121.8%, a term of 5 years and a risk-free rate of 3.79%.