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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] |
FAIR VALUE MEASUREMENTS | NOTE 10: FAIR VALUE MEASUREMENTS The following represents assets measured at fair value on a recurring basis by the Company (in thousands):
December 31, 2024 |  | Fair Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 14,687 |  |  | $ | 14,687 |  |  | $ | — |  |  | $ | — |
Investment in iECURE |  |  | 3,206 |  |  |  | — |  |  |  | — |  |  |  | 3,206 |
Imugene Marketable Securities |  |  | 413 |  |  |  | 413 |  |  |  | — |  |  |  | — |
Assets held for sale |  |  | 169 |  |  |  | — |  |  |  | — |  |  |  | 169 |
|  | $ | 18,475 |  |  | $ | 15,100 |  |  | $ | — |  |  | $ | 3,375 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Final payment fee |  | $ | 194 |  |  | $ | — |  |  | $ | 194 |  |  | $ | — |
Warrant liability |  |  | 2,796 |  |  |  | — |  |  |  | — |  |  |  | 2,796 |
|  | $ | 2,990 |  |  | $ | — |  |  | $ | 194 |  |  | $ | 2,796 |
December 31, 2023 |  | Fair Value |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 13,960 |  |  | $ | 13,960 |  |  | $ | — |  |  | $ | — |
Investment in iECURE |  |  | 3,206 |  |  |  | — |  |  |  | — |  |  |  | 3,206 |
Imugene convertible note |  |  | 11,897 |  |  |  | — |  |  |  | 11,897 |  |  |  | — |
Assets held for sale |  |  | 487 |  |  |  | — |  |  |  | — |  |  |  | 487 |
|  | $ | 29,550 |  |  | $ | 13,960 |  |  | $ | 11,897 |  |  | $ | 3,693 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Final payment fee |  | $ | 215 |  |  | $ | — |  |  | $ | 215 |  |  | $ | — |
|  | $ | 215 |  |  | $ | — |  |  | $ | 215 |  |  | $ | — |
The following represents a reconciliation of assets measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) for the year ended December 31, 2024 (in thousands). The warrant reconciliation is disclosed in Note 13, Warrants:
| Investment in iECURE |  | Assets held for sale |
Balance December 31, 2023 |  | $ | 3,206 |  | $ | 487 |
Gains from changes in fair value included in earnings |  | — |  | — |
Additions |  |  |  |  | 16 |
Assets sold |  | — |  |  | (142 | )
Write-offs |  | — |  |  | (192 | )
Balance December 31, 2024 |  | $ | 3,206 |  | $ | 169 |
The carrying amounts of the Company’s financial instruments, including accounts receivable, accounts payable, and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis and to minimize the use of unobservable inputs when determining their fair value. The three tiers are defined as follows: Level 1—Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly Level 3—Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions Cash Equivalents As of December 31, 2024 and December 31, 2023, the Company held cash equivalents which were composed of investments in money market funds. The Company classifies investments in money market funds within Level 1 of the fair value hierarchy as the prices are available from quoted prices in active markets. Investment in iECURE In August 2021, the Company entered into an Equity Issuance Agreement with iECURE, Inc. (“iECURE”), pursuant to which iECURE issued the Company common stock in iECURE (the “iECURE equity”) as additional consideration for a license to use the Company’s PCSK9-directed ARCUS nuclease to insert genes into the PCSK9 locus to develop treatments for four pre-specified rare genetic diseases (the “PCSK9 license”). On issuance, the Company accounted for the iECURE equity at fair value under ASC 825, Financial Instruments (“ASC 825”). Accordingly, the Company adjusts the carrying value of the iECURE equity to fair value each reporting period with any changes in fair value recorded to other income (expense). During the year ended December 31, 2024, there has been no change in the fair value of the IECURE equity. The Company classifies the iECURE equity within Level 3 of the fair value hierarchy as the assessed fair value was based on significant unobservable inputs given iECURE equity is not traded on a public exchange Assets Held for Sale The fair values of property, plant, and equipment held for sale is classified as Level 3 in the fair value hierarchy due to a mix of unobservable inputs utilized such as independent research in the market as well as actual quotes from market participants. Imugene Marketable Securities and Convertible Note As partial consideration for the assets acquired by Imugene in connection with the asset purchase agreement (the “Imugene Purchase Agreement”), Imugene issued to the Company convertible notes pursuant to the terms and conditions set forth in a convertible note subscription deed (collectively, the “Imugene Convertible Note”) in an aggregate principal amount of $13 million. The Imugene Convertible Note matured on August 30, 2024 and resulted i n payment to the Company of $9.75 million in cash and $3.25 million in ordinary shares of Imugene Limited. The Company received 87,999,186 ordinary shares of Imugene Limited on August 30, 2024, of which the Company sold 72,312,592 shares as of December 31, 2024. The assessed fair value of the remaining ordinary shares at December 31, 2024 was $0.4 million. During the year ended December 31, 2024, the Company recognized a gain of $0.3 million on the Imugene Convertible Note and the ordinary shares still held by the Company. The Company classifies the Imugene ordinary shares within Level 1 of the fair value hierarchy as the prices are available from quoted prices in active markets. Final Payment Fee The final payment fee under the Banc of California Revolving Line was waived in connection with the Company entering into the 2024 Term Loan (the Revolving Line and the 2024 Term Loan each as defined in Note 12, Debt, below) and the Company will instead be required to pay a final payment fee of $225,000 upon maturity of the 2024 Term Loan in June 2027. The final payment fee on the 2024 Term Loan was initially measured at fair value and recorded as debt discount to be amortized to interest expense over the life of the 2024 Term Loan. Accordingly, the Company will adjust the carrying value of the final payment fee to fair value each reporting period with any changes in fair value recorded to other income (expense). The change in fair value of the final payment fee was less than $0.1 million during the year ended December 31, 2024. The Company classifies the final payment fee within Level 2 of the fair value hierarchy as the assessed fair value is based on observable market inputs including the Company’s current borrowing rate. The final payment fee is included in other noncurrent liabilities within the balance sheet as of December 31, 2024, and other current liabilities within the balance sheet as of December 31, 2023. Warrant Liability As of December 31, 2024, warrants representing 2,500,000 shares of common stock issued in the March 2024 Public Offering were outstanding. These warrants are classified as a liability since the warrants meet the classification requirements for liability accounting pursuant to ASC 815. This liability is subject to remeasurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s statements of operations. The Company classifies the warrant liability within Level 3 of the fair value hierarchy as the assessed fair value is based on both observable and unobservable market inputs including the Company’s stock price, risk-free rate, and volatility.

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- Definition The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 820 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/820/tableOfContent + Details
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