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Fair Value Measurements
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

3. Fair Value Measurements

The Company’s cash equivalents consist of investments in a U.S. government money market fund stated at carrying value, which approximates fair value and is based on quoted prices in active markets for identical securities. Cash is stated at carrying value, which approximates fair value due to its short-term nature. The Company classifies its investments, primarily in U.S. Treasury securities as Level 2 assets as these assets are not traded in an active market and have been valued through a third-party pricing service based on quoted prices for similar assets. The carrying values of the Company’s prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term nature.

The following table presents information about the Company’s financial assets, financial liabilities, and investments measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values:

 

 

As of December 31, 2024:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents (money market)

 

$

17,636

 

 

$

-

 

 

$

-

 

 

$

17,636

 

U.S. Treasury securities

 

 

-

 

 

 

86,504

 

 

 

-

 

 

 

86,504

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

 

-

 

 

 

7,012

 

 

 

-

 

 

 

7,012

 

 

$

17,636

 

 

$

93,516

 

 

$

-

 

 

$

111,152

 

 

 

 

As of December 31, 2023:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents (money market)

 

$

102,484

 

 

$

-

 

 

$

-

 

 

$

102,484

 

U.S. Treasury securities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Investments:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

$

102,484

 

 

$

-

 

 

$

-

 

 

$

102,484

 

Investments, which are classified as available-for-sale securities, consisted of the following as of December 31, 2024 and December 31, 2023:

 

 

As of December 31, 2024:

 

 

 

Amortized Cost Basis

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

93,619

 

 

$

-

 

 

$

(103

)

 

$

93,516

 

 

$

93,619

 

 

$

-

 

 

$

(103

)

 

$

93,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2023:

 

 

 

Amortized Cost Basis

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

All investments classified as available-for-sale securities held as of December 31, 2024 and December 31, 2023 had contractual maturities of less than two years. There have been no material realized gains or losses on investments classified as available-for-sale securities for the periods presented.

Aggregate fair values of investments classified as available-for-sale securities with unrealized losses and gains were as follows as of December 31, 2024 and December 31, 2023:

 

 

December 31, 2024

 

 

December 31, 2023

 

Available-for-sale securities:

 

 

 

 

 

 

Due within one year

 

$

86,504

 

 

$

-

 

Due after one year through five years

 

$

7,012

 

 

 

-

 

 

 

$

93,516

 

 

$

-

 

The following table sets forth a roll forward of changes in the fair value of financial liabilities, gross of unamortized discount, classified as Level 3 in the fair value hierarchy:

 

 

Convertible
SAFE Note,
gross

 

Beginning balance at December 31, 2022

 

$

—

 

Convertible SAFE Note issuance at August 24, 2023

 

 

4,000

 

Change in estimated fair value since issuance

 

 

530

 

Conversion of SAFE Note into common stock in connection with initial public offering

 

 

(4,530

)

Ending balance at December 31, 2023

 

$

—

 

 

The valuation models used to estimate the fair value of the Company’s convertible SAFE Note considered the estimated probabilities of each of qualified equity financing, public offering, and change of control events, together with corresponding estimated periods of time from each valuation date until the achievements of each such event. Future values were converted to present value using a discount rate appropriate for probability-adjusted cash flows. The ranges of the significant unobservable inputs used in the valuation model to estimate the fair value of the Company’s convertible SAFE Note that was categorized within Level 3 of the fair value hierarchy as of August 24, 2023 (issuance) until November 2, 2023 (settlement) were as follows (not stated in thousands):

Probability of meeting qualified equity financing event

 

10.0% - 20.0%

Probability of meeting public offering event

 

75.0% - 85.0%

Probability of meeting change in control event

 

5%

Time until qualified equity financing event (in years)

 

0.17 - 0.27

Time until public offering event (in years)

 

0.08 - 0.19

Time until change in control event (in years)

 

0.50 - 0.60

In connection with the closing of the Company’s IPO on November 7, 2023, the underwriters of the IPO were granted an option for a period of 30 days to purchase up to 1,363,636 additional shares from the Company at the public offering price of $11.00 per share less the underwriting discount, of which 1,048,746 shares were exercised (see Note 8). The total grant date fair value of this option of approximately $1.2 million, or $0.85 per share, was recorded as an offset to additional paid-in capital and was estimated using a Black-Scholes model incorporating the following assumptions (not stated in thousands):

Stock price

 

$

11.00

 

Exercise price

 

$

11.00

 

Weighted average risk-free interest rate

 

5.53%

 

Expected term (in years)

 

0.08

 

Expected volatility

 

65.88%

 

Expected dividend yield

 

0.00%