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Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Measurements

Fair Value Measurements

3.Fair Value Measurements

The following tables present information about the Company’s assets and liabilities that are regularly measured and carried at fair value and indicate the level within the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value (in thousands):

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As of December 31, 2024

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Description

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Total Carrying Value

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​

Quoted Prices in Active Market (Level 1)

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Significant Other Observable Inputs (Level 2)

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Significant Other Observable Inputs (Level 3)

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Assets:

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​

​

​

​

​

​

​

​

​

​

​

​

Cash

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$

19,070

​

$

19,070

​

$

—

​

$

—

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Money market funds

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​

300,672

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​

300,672

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​

—

​

​

—

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Investments:

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial paper

​

​

3,315

​

​

—

​

​

3,315

​

​

—

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Corporate debt securities

​

​

8,601

​

​

—

​

​

8,601

​

​

—

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Government securities

​

​

19,108

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​

19,108

​

​

—

​

​

—

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Total assets

​

$

350,766

​

$

338,850

​

$

11,916

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$

—

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​

​

​

​

​

​

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​

​

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​

​

​

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​

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As of December 31, 2023

Description

​

Total Carrying Value

​

​

Quoted Prices in Active Market (Level 1)

​

Significant Other Observable Inputs (Level 2)

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Significant Other Observable Inputs (Level 3)

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

BMS note

​

$

20,300

​

$

—

​

$

—

​

$

20,300

Total liabilities

​

$

20,300

​

$

—

​

$

—

​

$

20,300

​

There have been no material impairments of our assets measured and carried at fair value during the year ended December 31, 2024. The fair value of Level 1 instruments classified as money market funds and government securities are valued using quoted market prices in active markets. The fair value of Level 2 instruments classified as short-term investments was determined using other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date and fair value is determined using models or other valuation methodologies. There were no transfers between levels during the years ended December 31, 2024 and 2023.

The short-term investments are classified as available-for-sales securities. As of December 31, 2024, the remaining contractual maturities of the available-for-sales securities were within one year, the balance in the Company’s accumulated other comprehensive income was comprised solely of activity related to the Company’s available-for-sale securities. There were no realized gains or losses recognized on the sale or maturity of available-for-sale securities during the year ended December 31, 2024. As a result, the Company did not reclassify any amounts out of accumulated other comprehensive income for the same period. The Company has a limited number of available-for-sale securities in insignificant loss

positions as of December 31, 2024, which the Company does not intend to sell and has concluded will not be required to sell before recovery of the amortized cost for the investment maturity.

The following table summarizes the available-for-sale securities (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​	​	Amortized Cost	​	​	Gross Unrealized Gains	​	​	Gross Unrealized Losses	​	​	Fair Value
Short-term investments:	​	​	​	​	​	​	​	​	​	​	​
Commercial paper	$	3,311	​	$	4	​	$	—	​	$	3,315
Corporate debt securities	​	8,589	​	​	12	​	​	—	​	​	8,601
Government securities	​	19,093	​	​	17	​	​	(2)	​	​	19,108
Total	$	30,993	​	$	33	​	$	(2)	​	$	31,024

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Certain short-term debt securities with original maturities of less than 90 days are included in cash and cash equivalents on the consolidated balance sheets and are not included in the table above. The Company did not hold any investments as of December 31, 2023.

Convertible Notes

In August 2023, the Company entered into a $20.0 million convertible promissory note agreement with BMS (the “BMS Note”) in connection with its strategic license and collaboration agreement with BMS (the “BMS Agreement”) (see Note 7, License and Collaboration Revenue). In the event that the Company issued and sold its convertible preferred stock to accredited investors with total gross proceeds equal to at least $70.0 million (a “BMS Qualified Financing”), the outstanding principal and accrued interest of the BMS Note were automatically convertible into equity securities sold in the BMS Qualified Financing at the conversion price equal (i) to the outstanding principal and accrued interest under the BMS Note divided by (ii) the lowest cash price paid per equity security. The Company elected the fair value option to account for the BMS Note. Changes in fair value at every reporting date are recorded as a component of the other income (expense), net. The BMS Note was classified as a liability on the Company’s consolidated balance sheet as of December 31, 2023 and was initially recorded at fair value. The Company subsequently remeasured the fair value of the BMS Note at each applicable reporting period.

On May 3, 2024, the Company issued and sold Series C convertible preferred stock (“Series C Preferred Stock”), which was deemed to be a BMS Qualified Financing, as described above, and resulted in the outstanding BMS Note plus accrued interest being automatically converted into 12,284,686 shares of Series C Preferred Stock (see Note 9, Convertible Preferred Stock). Immediately prior to settlement, the BMS Note was remeasured to fair value utilizing fair value of the shares of Series C Preferred Stock for which the BMS Note converted into. The BMS Note settling in shares of Series C Preferred Stock represents the redemption of stock-settled debt and was therefore accounted for as an extinguishment. Upon extinguishment, no gain or loss was recognized. The Company recorded a $0.8 million change in fair value of the BMS Note as component of other income (expense), net for the year ended December 31, 2024.

The following tables presents changes to the Company’s liabilities with significant unobservable inputs (Level 3 liabilities) during the years ended December 31, 2024 and 2023 (in thousands):

​	​	​	​
​		​	Convertible notes
Convertible Note:		​	​
Balance as of December 31, 2022	​	$	—
Issuance of BMS Note	​	​	20,000
Change in fair value of BMS Note	​	​	300
Balance as of December 31, 2023	​	$	20,300
Change in fair value of BMS Note	​	​	846
Issuance of Series C Preferred Stock in exchange for BMS Note	​	​	(21,146)
Balance as of December 31, 2024	​	$	—

​

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The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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