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Financial Instruments | 9 Months Ended
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Sep. 30, 2025
Fair Value Disclosures [Abstract] |
Financial Instruments | Financial Instruments Our financial instruments consist of warrant liabilities, the contingent earnout liability, a Standby Equity Purchasing Agreement ( "SEPA"), and the revenue base redemption liability related to the Credit Agreement we entered into with OrbiMed (the "OrbiMed Credit Agreement"). The carrying values of these financial instruments (other than the contingent earnout liability, revenue base redemption liability and warrant liabilities, which are held at fair value) approximate fair value through the use of publicly available market prices as of September 30, 2025, and December 31, 2024. In general, asset and liability fair values are determined using the following categories: Level 1 — Inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 — Inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period end. Pricing inputs are unobservable for the terms and are based on the Company’s own assumptions about the assumptions that a market participant would use. Our contingent earnout liability, warrant liabilities, SEPA liability and revenue base redemption liability are measured at fair value on a recurring basis (see Notes 4, 5, 8 and 9, respectively).The carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded Public Warrants and Level 2 inputs for the Private Placement Warrants and Working Capital Warrants. The carrying amounts of the OrbiMed Warrants (defined in Note 5), contingent earnout liability and SEPA liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3 inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Global Market. The Private Placement Warrants and Working Capital Warrants are similar to the Public Warrants and therefore, use the same fair value as the Public Warrants (see Note 5). We use a Black-Scholes option pricing model to estimate the fair value of the OrbiMed Warrant (defined in Note 9), as warrants give the holders the right, but not the obligation, to purchase the underlying securities at a contractual exercise price. This method utilizes certain unobservable inputs, including the determination of the expected volatility, and is therefore considered a Level 3 fair value measurement. Certain inputs used in this Black-Scholes pricing model may fluctuate in future periods based upon factors that are outside of our control, including potential change in control outside of our control. A significant change in one or more of these inputs used in the calculation of the fair value may cause a significant change to the fair value of the warrant liabilities, which could also result in material non-cash gains or losses being reported in the condensed statement of operations. The expected volatility was implied from a blend of the Company's own common shares and the average historical share volatilizes of several unrelated public companies within the Company's industry that the Company considers to be comparable to its own business. The repayment of the loans under the OrbiMed Credit Agreement is referred to as the “revenue base redemption liability” (see Note 9). We determine the value of the revenue base redemption liability using a Monte Carlo simulation of future revenue and valuing the Term Loan (as defined in Note 9) using the with and without method. The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability, SEPA liability and revenue base redemption liability for the nine months ended September 30, 2025:
Warrant Liabilities |  | Fair Value at December 31, 2024 |  | Change in Unrealized (Gains) Losses |  | Issuances (Settlements) |  | Fair Value at September 30, 2025
Public Warrants - Level 1 |  | $ | 1,927 |  |  | $ | 1,051 |  |  | $ | — |  |  | $ | 2,978 |
Private Placement Warrants - Level 2 |  | 4,872 |  |  | 2,657 |  |  | — |  |  | 7,529 |
Working Capital Warrants - Level 2 |  | 1,100 |  |  | 600 |  |  | — |  |  | 1,700 |
Total |  | $ | 7,899 |  |  | $ | 4,308 |  |  | $ | — |  |  | $ | 12,207 |
Level 3 Liabilities |  | Fair Value at December 31, 2024 |  | Change in Unrealized (Gains) Losses |  | Issuances (Settlements) |  |  |  | Fair Value at September 30, 2025
Contingent earnout liability |  | $ | 7,401 |  |  | $ | (2,404) |  |  | $ | — |  |  |  |  | $ | 4,997 |
SEPA liability |  | $ | 55 |  |  | $ | (55) |  |  | $ | — |  |  |  |  | $ | — |
OrbiMed Warrants liability |  | $ | 362 |  |  | $ | (151) |  |  | $ | 366 |  |  |  |  | $ | 577 |
Revenue base redemption liability |  | $ | 507 |  |  | $ | (5) |  |  | $ | — |  |  |  |  | $ | 502 |
The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability, SEPA liability, and revenue base redemption liability for the nine months ended September 30, 2024:
Warrant Liabilities |  | Fair Value at December 31, 2023 |  | Change in Unrealized (Gains) Losses |  | Issuances (Settlements) |  | Fair Value at September 30, 2024
Public Warrants - Level 1 |  | $ | 9,855 |  |  | $ | 2,982 |  |  | $ | (11,068) |  |  | $ | 1,769 |
Private Placement Warrants - Level 2 |  | 5,871 |  |  | (542) |  |  | (855) |  |  | 4,474 |
Working Capital Warrants - Level 2 |  | 1,190 |  |  | (180) |  |  | — |  |  | 1,010 |
Total |  | $ | 16,916 |  |  | $ | 2,260 |  |  | $ | (11,923) |  |  | $ | 7,253 |
Level 3 Liabilities |  | Fair Value at December 31, 2023 |  | Change in Unrealized (Gains) Losses |  | Issuances (Settlements) |  |  |  | Fair Value at September 30, 2024
Contingent earnout liability |  | $ | 18,632 |  |  | $ | (12,061) |  |  | $ | — |  |  |  |  | $ | 6,571 |
SEPA liability |  | $ | 185 |  |  | $ | 51 |  |  | $ | — |  |  |  |  | $ | 236 |
Initial OrbiMed Warrant liability |  | $ | — |  |  | $ | (488) |  |  | $ | 811 |  |  |  |  | $ | 323 |
Revenue base redemption liability |  | $ | — |  |  | $ | (303) |  |  | $ | 729 |  |  |  |  | $ | 426 |

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- Definition 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. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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