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Fair Value Measurements
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair value measurements

Note 3. Fair value measurements

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

 

 

 

 

 

 

Fair value measurements as of December 31, 2021 using

 

 

 

 

 

 

Quoted prices in

 

 

Significant

 

 

Significant

 

 

 

 

 

 

active markets

 

 

other

 

 

unobservable

 

 

 

December 31,

 

 

for identical

 

 

observable

 

 

inputs

 

 

 

2021

 

 

assets (level 1)

 

 

inputs (level 2)

 

 

(level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds(1)

 

$

351,625

 

 

$

351,625

 

 

$

—

 

 

$

—

 

US treasury securities(2)

 

 

18,097

 

 

 

18,097

 

 

 

—

 

 

 

—

 

Corporate debt securities(2)

 

 

2,822

 

 

 

—

 

 

 

2,822

 

 

 

—

 

Commercial paper(2)

 

 

31,566

 

 

 

—

 

 

 

31,566

 

 

 

—

 

Supranational debt securities(2)

 

 

1,503

 

 

 

—

 

 

 

1,503

 

 

 

—

 

US treasury securities(3)

 

 

44,770

 

 

 

44,770

 

 

 

—

 

 

 

—

 

Total fair value of assets

 

$

450,383

 

 

$

414,492

 

 

$

35,891

 

 

$

—

 

 

(1)
Included as cash and cash equivalents on the consolidated balance sheets.
(2)
Included as short-term investments on the consolidated balance sheets.
(3)
Included as long-term investments on the consolidated balance sheets.

 

As of December 31, 2021, there were no financial liabilities measured at fair value on a recurring basis.

 

 

 

 

 

 

 

 

Fair value measurements as of December 31, 2020 using

 

 

 

 

 

 

Quoted prices in

 

 

Significant

 

 

Significant

 

 

 

 

 

 

active markets

 

 

other

 

 

unobservable

 

 

 

December 31,

 

 

for identical

 

 

observable

 

 

inputs

 

 

 

2020

 

 

assets (level 1)

 

 

inputs (level 2)

 

 

(level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds(1)

 

$

57,238

 

 

$

57,238

 

 

$

—

 

 

$

—

 

Commercial paper(1)

 

 

900

 

 

 

—

 

 

 

900

 

 

 

—

 

US treasury securities(2)

 

 

38,492

 

 

 

38,492

 

 

 

—

 

 

 

—

 

Corporate debt securities(2)

 

 

3,793

 

 

 

—

 

 

 

3,793

 

 

 

—

 

Commercial paper(2)

 

 

11,040

 

 

 

—

 

 

 

11,040

 

 

 

—

 

Total fair value of assets

 

$

111,463

 

 

$

95,730

 

 

$

15,733

 

 

$

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock purchase right liability

 

 

1,615

 

 

 

—

 

 

 

—

 

 

 

1,615

 

Total fair value of liabilities

 

$

1,615

 

 

$

—

 

 

$

—

 

 

$

1,615

 

 

(1)
Included as cash and cash equivalents on the consolidated balance sheets.
(2)
Included as short-term investments on the consolidated balance sheets.

 

The carrying amounts of the Company’s financial instruments, including cash, prepaid and other current assets, accounts payable, and accrued expenses and other current liabilities, approximate fair value due to their short maturities. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis. No transfers between levels have occurred during the periods presented. There are uncertainties on the fair value measurement of the instrument classified under Level 3 due to the use of unobservable inputs and interrelationships between these unobservable inputs, which could result in higher or lower fair value measurements.

Cash equivalents consist of money market funds and commercial paper, and short-term investments consist of US treasury securities, corporate debt securities, commercial paper and supranational debt securities. The Company obtains pricing information from its investment manager and generally determines the fair value of investment securities using standard observable inputs, including reported trades, broker/dealer quotes, and bid and/or offers.

 

Preferred stock purchase right liability

 

As of December 31, 2020, the quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the preferred stock purchase right liability included the fair value per share of the underlying Series B-1 Preferred Stock, the expected term of the purchase right liability, risk-free interest rate, expected dividend yield and expected volatility of the price of the underlying preferred stock. The most significant assumption in the Black-Scholes option-pricing model impacting the fair value of the preferred stock purchase right liability was the fair value of the Company’s convertible preferred stock as of each measurement date. The Company determined the fair value per share of the underlying preferred stock by taking into consideration its most recent sales of its convertible preferred stock as well as additional factors that the Company deemed relevant. The Company lacked company-specific historical and implied volatility information of its stock. Therefore, it estimated its expected preferred stock volatility based on the historical volatility of publicly traded peer companies for a term equal to the expected term of the purchase right liability. The risk-free interest rate was determined by reference to the US Treasury yield curve for time periods approximately equal to the expected term of the purchase right liability. The Company estimated a 0% dividend yield based on the expected dividend yield and the fact that the Company never paid or declared dividends. The change in fair value of the purchase right liability was a gain of $7.4 million for the year ended December 31, 2020, included in other income (expense) within the consolidated statements of operations and comprehensive loss. Upon the issuance of the shares of the Company’s Series B-2 convertible preferred stock in January 2021, the purchase right liability was revalued with the gain of $1.6 million recorded in change in fair value of the purchase right liability for the year ended December 31, 2021 within the consolidated statements of operations and comprehensive loss. Significant changes in the assumptions could have a material impact on the value of the preferred stock purchase right liability.

 

The assumptions used in the Black-Scholes option pricing model to determine the fair value of the preferred stock purchase right liability at settlement date and December 31, 2020 were as follows:

 

 

 

January 20, 2021(1)

 

 

December 31, 2020

 

Fair value of underlying preferred stock

 

$

6.11

 

 

$

6.11

 

Risk-free interest rate

 

 

0.07

%

 

 

0.08

%

Expected volatility

 

 

74.4

%

 

 

71.8

%

Expected term (in years)

 

 

0.00

 

 

 

0.08

 

Expected dividend yield

 

 

—

%

 

 

—

%

 

(1)
The date the purchase right liability was settled.