XML 27 R12.htm IDEA: XBRL DOCUMENT v3.25.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements FAIR VALUE MEASUREMENTS
The following table sets forth the Company’s financial assets and liabilities, measured at fair value on a recurring basis, as of December 31, 2024 and 2023 (in thousands):
December 31, 2024
Fair Value Measured Using
(Level 1)(Level 2)(Level 3)Total Balance
Assets
Cash equivalents:
Money market funds$52,230 $— $— $52,230 
Total$52,230 $— $— $52,230 
Liabilities
Short-term liabilities:
Contingent consideration$— $— $2,414 $2,414 
Long-term liabilities:
Contingent consideration— — 174 174 
Total$— $— $2,588 $2,588 

December 31, 2023
Fair Value Measured Using
(Level 1)(Level 2)(Level 3)Total Balance
Assets
Cash equivalents:
Money market funds$60,525 $— $— $60,525 
Total$60,525 $— $— $60,525 
Liabilities
Short-term liabilities:
Contingent consideration$— $— $5,469 $5,469 
Long-term liabilities:
Contingent consideration— — 2,461 2,461 
Total $— $— $7,930 $7,930 
The following table presents the exercise, changes in estimated fair value, additions, deduction and payments of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis (in thousands):
(Level 3)
Common Stock Warrant Liability and Contingent Consideration
Balance at December 31, 2022
$3,475 
Exercise of warrants
(22)
Change in estimated fair value of common stock warrant liability(10)
Change in estimated fair value of contingent consideration on business combination
2,677 
Change in estimated fair value of contingent consideration on asset acquisition
166 
Additions to contingent consideration2,269 
Payment related to contingent consideration(625)
Balance at December 31, 2023
7,930 
Change in estimated fair value of contingent consideration on business combination
931 
Change in estimated fair value of contingent consideration on asset acquisition
(448)
Deduction from contingent consideration
(500)
Payment related to contingent consideration(5,325)
Balance at December 31, 2024
$2,588 
During March 2023, the Company wrote off $1.0 million of its investment in convertible preferred shares of Cibiltech SAS (“Cibiltech”), which was carried at cost. Cibiltech’s operations have been liquidated. The fair value of this investment was based on Level 3 inputs.
In July 2023, the Company entered into a Securities Holders’ Agreement (the “Agreement”) with a private entity based in France. The private entity was established to continue Cibiltech's activity, which consists of designing, developing, publishing, promoting, distributing, and marketing of software related to predictive solutions, monitoring and/or remote monitoring in the field of human organ allotransplantation, allografting, and chronic organ diseases. The private entity retained all assets of Cibiltech, including its licenses. Pursuant to the Agreement, the Company agreed to invest a certain amount in the private entity, in order to continue the commercialization of the iBox technology. In December 2024, the Company made an additional investment. As of December 31, 2024, the Company has invested a total of $1.4 million. The Company's investment is in the form of ordinary and Class B shares carried at cost.
In December 2023, Miromatrix was acquired by United Therapeutics Corporation ("United Therapeutics"). The Company tendered and sold all of its shares of Miromatrix to United Therapeutics in the transaction for $2.5 million. The Company recognized a $1.5 million gain from the disposal of Miromatrix and recorded it as other income (expense), net, on the consolidated statements of operations for the year ended December 31, 2023. The Company received contingent value rights from United Therapeutics which will expire on December 31, 2025.
In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company’s instruments measured at fair value and their classification in the valuation hierarchy are summarized below:
•Money market funds – Investments in money market funds are classified within Level 1. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. At December 31, 2024 and 2023, money market funds were included as cash and cash equivalents in the consolidated balance sheets.
•Contingent consideration – Contingent consideration is classified within Level 3. Contingent consideration relates to asset acquisitions and business combinations. The Company recorded the estimate of the fair value of the contingent consideration based on its evaluation of the probability of the achievement of the contractual conditions that would result in the payment of the contingent consideration. Contingent consideration was estimated using the fair value of the milestones to be paid if the contingency is met based on management’s estimate of the probability of success and projected revenues for revenue-based considerations at discounted rates ranging from 7% to 12% at December 31, 2024 and 6% to 12% at December 31, 2023. The significant input in the Level 3 measurement that is not supported by market activity is the Company’s probability assessment of the achievement of the milestones. The value of the liability is subsequently remeasured to fair value at each reporting date, and the change in estimated fair value is recorded as income or expense within operating expenses in the consolidated statements of operations until the milestones are paid, expire
or are no longer achievable. Increases or decreases in the estimation of the probability percentage results in a directionally similar impact to the fair value measurement of the contingent consideration liability. The carrying amount of the contingent consideration liability represents its fair value.
•Common stock warrant liability – Common stock warrant liability is classified within Level 3. The Company utilizes intrinsic value to estimate the fair value of the warrants. The intrinsic value is computed as the difference between the fair value of the Company’s common stock on the valuation date and the exercise price of the warrants. Increases (decreases) in the Company’s stock price result in a directionally similar impact to the fair value of the common stock warrant liability.