XML 31 R10.htm IDEA: XBRL DOCUMENT
v3.25.1

Fair Value Measurements | 3 Months Ended
--- | ---
Mar. 31, 2025
Fair Value Disclosures [Abstract] |
Fair Value Measurements | Fair Value Measurements The following tables present the Company's financial assets and liabilities measured at fair value on a recurring basis and their assigned levels within the fair value hierarchy (in thousands):
| March 31, 2025
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Money market funds(1) | $ | 11,715 |  |  | $ | — |  |  | $ | — |  |  | $ | 11,715 |
Total assets | $ | 11,715 |  |  | $ | — |  |  | $ | — |  |  | $ | 11,715 |
Warrant liability | $ | — |  |  | $ | 2,960 |  |  | $ | 2 |  |  | $ | 2,962 |
Total liabilities | $ | — |  |  | $ | 2,960 |  |  | $ | 2 |  |  | $ | 2,962 |
| December 31, 2024
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Money market funds(1) | $ | 12,100 |  |  | $ | — |  |  | $ | — |  |  | $ | 12,100 |
Total assets | $ | 12,100 |  |  | $ | — |  |  | $ | — |  |  | $ | 12,100 |
Warrant liability | $ | — |  |  | $ | 2,827 |  |  | $ | 1 |  |  | $ | 2,828 |
Total liabilities | $ | — |  |  | $ | 2,827 |  |  | $ | 1 |  |  | $ | 2,828 |
_________________ (1) Included in cash, cash equivalents, and restricted cash on the condensed consolidated balance sheets. This balance includes cash requirements settled on a nightly basis. Cash equivalents at March 31, 2025 and December 31, 2024 were held in U.S. Treasury securities. There were no transfers made among the three levels in the fair value hierarchy during the periods presented. The fair value of the warrants assumed in the merger (the “Merger”) with Angion Biomedica Corp. (“Angion” and the warrants, the “Angion warrants”) were classified as Level 3 with key Level 3 inputs of exercise price, term, and volatility. The following table presents a summary of changes in Level 3 in the fair value of the Company’s common stock warrant liability (in thousands):
| March 31 2025 |  | December 31, 2024 |  |  |  |  |  |
Balance, beginning of the period | $ | 1 |  |  | $ | 11 |  |  |  |  |  |  |
Change in fair value | 1 |  |  | (10) |  |  |  |  |  |  |
Balance, end of the period | $ | 2 |  |  | $ | 1 |  |  |  |  |  |  |
Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with assets and liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. The fair value of the Angion warrants issued by the Company has been estimated using Black-Scholes option pricing model. The underlying equity included in Black-Scholes was valued based on the equity value implied from sales of preferred and common stock at each measurement date, as applicable. The fair value of the warrants was impacted by the model selected as well as assumptions surrounding unobservable inputs including the underlying equity value, expected volatility of the underlying equity, risk-free interest rate, and the expected term. The fair value of the assumed Angion warrant liability was estimated using the following assumptions:
| March 31, 2025 |  | December 31, 2024
Weighted average strike price | $ | 76.00 |  | $ | 76.00
Contractual term (years) | 3.4 |  | 3.7
Volatility (annual) | 79.1 | % |  | 74.9 | %
Risk-free rate | 4.0 | % |  | 4.4 | %
Dividend yield (per share) | — | % |  | — | %
In July 2024, the Company closed an underwritten public offering (the “Public Offering”), consisting of (i) 500,000 shares of the Company’s common stock (the “July Shares”), (ii) pre-funded warrants exercisable for 1,800,000 shares of common stock (the “July Pre-Funded Warrants”), and (iii) common warrants to purchase up to 2,300,000 shares of common stock (the “July Common Warrants”). Each July Pre-Funded Warrant issued and sold in the Public Offering is exercisable at an exercise price equal to $0.01 per share, subject to certain adjustments and limitations as provided under the terms of the July Pre-Funded Warrants. As of reporting period end, the outstanding July Pre-Funded Warrants are equity classified. Refer to Note 6 and 8 for further discussion. Each July Common Warrant is exercisable at an exercise price equal to $5.00 per share, subject to certain adjustments and limitations as provided under the terms of the July Common Warrants. At the Company’s annual stockholder’s meeting in November 2024, the Company obtained stockholder approval for GKCC, LLC (“GKCC”), together with its affiliates, to exceed the 19.99% beneficial ownership limitation pursuant to the rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”) (“Stockholder Approval”). As a result of obtaining Stockholder Approval, certain July Common Warrants are equity classified while the remainder of the outstanding July Common Warrants are liability classified and are subsequently remeasured at each reporting period end. The Company identified the July Common Warrants as liabilities and measured them at fair value on July 1, 2024, and subsequently remeasures the fair value of these warrant liabilities at each reporting period end. The Company is able to calculate the fair value measurement based on directly observable inputs from active markets, therefore these warrants are classified as Level 2. For the three months ended March 31, 2025, the Company recognized a loss of $0.5 million in fair value remeasurement. The Company records the change in the fair value of the outstanding warrants in change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss included in this Quarterly Report on Form 10-Q.

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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/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 2: 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 3: 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 4: 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 5: 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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration