Fair Value Measurements

6 Months Ended

Jun. 30, 2024

4. Fair Value Measurements

Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. The Company follows

a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below:

•

Level 1: Quoted prices in active markets for identical assets or liabilities.

•

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.

•

Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets.

Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. Money market funds and U.S. Treasury bills were included in cash equivalents in the consolidated balance sheets for the periods presented. The Company obtains the fair value of its Level 2 cash equivalents from third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable.

The following table summarizes the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, respectively (in thousands).


	Fair Value Measurements Using
June 30, 2024	Fair Value		Level 1		Level 2		Level 3
Money market	$	2,415	$	2,415	$	—	$	—
Treasury bills and government agency bonds		3,523		—		3,523		—
	$	5,938	$	2,415	$	3,523	$	—

	Fair Value Measurements Using
December 31, 2023	Fair Value		Level 1		Level 2		Level 3
Money market	$	5,449	$	5,449	$	—	$	—

During the six months ended June 30, 2024, the Company issued common stock warrants which are classified as liabilities under authoritative accounting standards (Note 12). Those common stock warrants are valued using the Black Scholes model, with level 3 inputs such as expected volatility, risk-free interest rate, and expected term that are not observable in active markets.

The table below summarizes key inputs used in the valuation of the liability classified warrants as of the issuance date and as of June 30, 2024:


	As of issuance date	As of June 30, 2024
Expected term	1.1 - 5.0 years	1.0 to 4.8 years
Common stock market price	$2.01 - $2.27	$	1.47
Risk-free interest rate	4.5% - 5.1%	4.3% - 5.1%
Expected volatility	117.0% - 127.2%	105.6% - 121.0%

The table below provides a summary of the fair value of the Company's warrant liability during the six months ended June 30, 2024 (in thousands). As of June 30, 2023, the fair value of liability classified warrants was immaterial, and the change in the fair value of liability classified warrants during the three and six months ended June 30, 2023 was immaterial.


	Six Months Ended June 30,
Warrant liability	2024
Beginning balance	$	—
Issuance of warrants		10,854
Change in fair value of warrants		(4,694	)
Ending balance	$	6,160