Fair Value Measurements and Marketable Equity Securities |
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| Fair Value Measurements and Marketable Equity Securities | 15. FAIR VALUE MEASUREMENTS AND MARKETABLE EQUITY SECURITIES Fair Value Measurements The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, minimum royalties, accounts payable, and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying amounts of the related party receivable and minimum royalties approximate fair value because the interest rates used fluctuate with market interest rates or the fixed rates are based on current rates offered to the Company for debt with similar terms and maturities. The valuation methodologies used for the Company’s assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Marketable equity securities—The Company holds short-term and long-term marketable equity securities, all of which are publicly traded shares of common stock, which have quoted prices in active markets. The securities are measured at fair value each reporting period. The Company classifies the marketable equity securities as Level 1 as they are valued using quoted market prices at each reporting period. Holdback liability—The Company held back shares in connection with the Deep 6 acquisition and in connection with the Paige acquisition. See Note 4, Business Combinations for further discussion of those acquisitions. For all holdback liabilities, the number of shares are fixed at the acquisition price as of the date of the acquisition. Holdback liabilities are measured at fair value each reporting period, with the acquisition date fair value included as part of the consideration transferred in the related business combination and subsequent changes in fair value recorded in earnings within operating expense on the condensed consolidated statements of operations and comprehensive loss. The Company classified the holdback liability as Level 1 as the shares are valued using a quoted market price. The Credit Facilities, the Second Amended Note, and the Notes were not recorded at fair value. The fair values of the Credit Facilities, the Second Amended Note, and the Notes approximated their carrying values as of September 30, 2026 and December 31, 2025. Estimates of the fair values of the Credit Facilities, the Second Amended Note, and the Notes are classified as Level 3 due to the lack of relevant observable market data over fair value inputs. The following tables summarize assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 (in thousands):
Measurement Alternative Investments The Company uses the measurement alternative investment method to account for investments in which it does not exercise significant influence and that do not have readily determinable fair values. The Company's measurement alternative investments consist of investments in Pathos Series D Preferred Stock (refer to Note 16), a warrant to purchase 23,456,790 shares of Pathos common stock (refer to Note 16), and other immaterial investments that are not related parties to the Company. These investments are accounted for under the measurement alternative in accordance with ASC 321, whereby securities are measured at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for identical or similar securities of the same issuer. The Company's measurement alternative investments are recorded in Investment in related party and within Investments and other assets on the condensed consolidated balance sheets. These investments are measured at fair value on a non-recurring basis and are classified as Level 3 investments. The warrant to purchase shares of Pathos common stock is valued at $0 as there have been no observable price changes in orderly transactions for identical or similar securities of the same issuer. In both June 2026 and August 2026, Pathos paid $8.8 million of the data license fees in Pathos' Series D Preferred Stock (refer to Note 16), for a total of $17.5 million in Pathos' Series D Preferred Stock. The carrying value of the Company's measurement alternative investments as of September 30, 2026 and December 31, 2025 was $25.5 million and $8.0 million, respectively. There have been no cumulative upward or downward adjustments from observable price changes recorded. The Company recorded no impairment loss during the three and nine months ended September 30, 2026 and 2025. Marketable Equity Securities The Company holds marketable equity securities, which are all publicly traded shares of Recursion Pharmaceuticals, Inc. (“Recursion”) Class A common stock and Personalis common stock. Shares of Recursion Class A common stock were received as payment of accounts receivable. During the three and nine months ended September 30, 2026 and the three months ended September 30, 2025, the Company did not sell any shares of Recursion Class A common stock. During the nine months ended September 30, 2025, the Company sold 737,466 shares of Recursion Class A common stock at a weighted average price of $11.28 per share for aggregate proceeds of $8.3 million. The Company owns less than 20% of Recursion's outstanding common stock and has no significant influence or control over Recursion. Recursion Class A common stock is recorded in Marketable equity securities on the condensed consolidated balance sheet. As consideration for the Company's obligations to Personalis under the Commercialization and Reference Laboratory Agreement entered into with Personalis in November 2023, Personalis issued warrants to the Company to purchase up to an aggregate of 9,218,800 shares of Personalis' common stock, up to 4,609,400 of which were exercisable for cash at any time prior to December 31, 2024 at an exercise price of $1.50 per share, and up to 4,609,400 of which were exercisable for cash at any time prior to December 31, 2025 at an exercise price of $2.50 per share. In August 2024, the Company exercised the warrants in full at their respective exercise prices for an aggregate of 9,218,800 shares of Personalis common stock at an aggregate purchase price of $18.4 million. Concurrently, the Company entered into an Investment Agreement with Personalis, pursuant to which the Company purchased an additional 3,500,000 shares of Personalis common stock for $17.7 million. The Company owns less than 20% of Personalis' outstanding common stock and has no significant influence or control over Personalis. Personalis common stock is recorded in Marketable equity securities, less current portion on the condensed consolidated balance sheet. Changes in fair value of marketable equity securities are recorded in earnings within Other income, net on the condensed consolidated statement of operations and comprehensive loss. The following summarizes the portion of unrealized gains and losses recorded during the three and nine months ended September 30, 2026 and 2025 that relate to marketable equity securities held as of September 30, 2026 and 2025 (in thousands).
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