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Fair Value Measurements | 3 Months Ended
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Mar. 31, 2025
Fair Value Measurements |
Fair Value Measurements | Note 14. Fair Value Measurements The Company groups its assets and liabilities measured at fair value in three levels based on the nature of the inputs and assumptions used to determine fair value. Refer to Note 3, Summary of Significant Accounting Policies, for additional information on the accounting policies related to fair value. The carrying amounts of cash and cash equivalents, accounts receivable, net, and accounts payable approximate fair value due to the short-term nature of these instruments. As of March 31, 2025 and December 31, 2024, the Company had $30,310 and $29,036, respectively, primarily in money market funds that hold U.S. government cash equivalent instruments (included in cash and cash equivalents) which were valued based on Level 1 inputs. There were no transfers between levels within the hierarchy during the three months ended March 31, 2025 and the year ended December 31, 2024. Derivative liabilities measured at fair value on a recurring basis are summarized below. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of
​ | ​ | March 31, 2025
​ | ​ | Fair Value | ​ | Level 1 | ​ | Level 2 | ​ | Level 3 | ​ | Total
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative liability - BTI Warrants | ​ | $ | 3,236 | ​ | $ | — | ​ | $ | 1,834 | ​ | $ | 1,402 | ​ | $ | 3,236
Derivative liability - OnkosXcel Warrants | ​ | ​ | 38 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 38 | ​ | ​ | 38
Total derivative liabilities | ​ | $ | 3,274 | ​ | $ | — | ​ | $ | 1,834 | ​ | $ | 1,440 | ​ | $ | 3,274
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of
​ | ​ | December 31, 2024
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Fair Value | ​ | Level 1 | ​ | Level 2 | ​ | Level 3 | ​ | Total
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative liability - BTI Warrants | ​ | $ | 6,593 | ​ | $ | — | ​ | $ | 6,593 | ​ | $ | — | ​ | $ | 6,593
Derivative liability - OnkosXcel Warrants | ​ | ​ | 40 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 40 | ​ | ​ | 40
Total derivative liabilities | ​ | $ | 6,633 | ​ | $ | — | ​ | $ | 6,593 | ​ | $ | 40 | ​ | $ | 6,633
​ Derivative liabilities are comprised of the OnkosXcel Warrants, BTI Warrants, and Option Warrants. The fair value of the derivative liabilities was determined using Binomial Option Pricing and Distribution models for the OnkosXcel Warrants and Option Warrants, and using a Black Scholes model for the BTI Warrants. The following table presents changes in Level 3 liabilities measured at fair value for the three months ended March 31, 2025. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three months ended
​ | ​ | March 31,
​ | ​ | 2025 | ​ | 2024
​ | ​ | ​ | ​ | ​ | ​ | ​
Derivative liabilities, Balance - January 1 | ​ | $ | 40 | ​ | $ | 1,905
Addition of derivative liabilities - BTI Warrant (March 2025 Accompanying Warrants) | ​ | ​ | 2,831 | ​ | ​ | —
Addition of derivative liabilities - Option Warrant | ​ | ​ | 369 | ​ | ​ | —
Termination of derivative liabilities - Option Warrant | ​ | ​ | (369) | ​ | ​ | —
Change in fair value | ​ | ​ | (1,431) | ​ | ​ | (88)
Derivative liabilities, Balance - March 31 | ​ | $ | 1,440 | ​ | $ | 1,817
​ The change in fair value of the derivative liabilities was reported in the Condensed Consolidated Statements of Operations as Other (income) expense, net, for the three months ended March 31, 2025. In estimating the fair value of the derivative liability related to the OnkosXcel Warrants, inputs included third-party fair value estimates of OnkosXcel limited liability company units along with the volatility of those units (which was set at 115% based on the historical volatility of the Company’s stock, along with a peer group of comparable publicly traded companies), and the timing and probability of the relevant capital transactions occurring. In estimating the fair value of the derivative liability related to the Option Warrants, the valuation inputs used were a strike price of $3.50, the Company’s stock price of $2.70, volatility of 39.2% (adjusted to set the value of securities in the March 2025 Offering equal to the consideration paid), a term of 0.04 years and a risk-free rate of 4.39%. The Option Warrants expired on March 18, 2025 without being exercised, and the Company recorded a termination gain of $369 in Other (income) expense, net, in the Company’s Condensed Consolidated Statements of Operations. In estimating the fair value of the derivative liability related to the BTI Warrants – March 2025 Accompanying Warrants, the valuation inputs used were a strike price of $4.20, the Company’s stock price of $2.70, volatility of 39.2% (adjusted to set the value of securities in the March 2025 Offering equal to the consideration paid), a term of 5 years and a risk-free rate of 4.01%. The Company remeasured the fair value at March 31, 2025 of $1,402 and recorded an unrealized gain of $1,429 for the three months ended March 31, 2025 within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of March 31, 2025 were a strike price of $4.20, the Company’s stock price of $2.03, volatility of 38.5% (adjusted to set the value of securities in the March 2025 Offering equal to the consideration paid), term of 4.9 years and risk-free rate of 3.96%. ​ The estimated fair value of the Credit Agreement as of March 31, 2025 and December 31, 2024 was $96,403 and $94,204, respectively. Both observable and unobservable inputs were used to determine the fair value of long-term debt, which was classified within the Level 3 category. The following table presents the BTI warrants issued by the Company and the corresponding balance sheet classification: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Warrant Recipient | ​ | Warrant Type | ​ | Issue Date | ​ | Exercise Price | ​ | Number of Warrants | ​ | Classification
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Lenders and RIFA Purchasers | ​ | Closing Date Warrants | ​ | 4/19/2022 | ​ | $ | 7.68 | ​ | 17 | ​ | Equity
Lenders and RIFA Purchasers | ​ | 2023 Warrants | ​ | 12/5/2023 | ​ | $ | 7.68 | ​ | 4 | ​ | Equity
Lenders and RIFA Purchasers | ​ | 2024 Warrants | ​ | 3/20/2024 | ​ | $ | 7.68 | ​ | 6 | ​ | Equity
Lenders and RIFA Purchasers | ​ | New Warrants | ​ | 11/25/2024 | ​ | $ | 0.16 | ​ | 313 | ​ | Equity
Armistice Capital Master Fund Ltd. | ​ | Accompanying Warrants | ​ | 3/25/2024 | ​ | $ | 9.136 | ​ | 534 | ​ | Derivative Liability
Armistice Capital Master Fund Ltd. | ​ | Accompanying Warrants | ​ | 3/25/2024 | ​ | $ | 51.20 | ​ | 5 | ​ | Derivative Liability
Armistice Capital Master Fund Ltd. | ​ | November 2024 Accompanying Warrants | ​ | 11/25/2024 | ​ | $ | 7.68 | ​ | 846 | ​ | Derivative Liability
Heights Capital Management | ​ | November 2024 Accompanying Warrants | ​ | 11/25/2024 | ​ | $ | 7.68 | ​ | 27 | ​ | Derivative Liability
Hudson Bay Capital Management | ​ | November 2024 Accompanying Warrants | ​ | 11/25/2024 | ​ | $ | 7.68 | ​ | 27 | ​ | Derivative Liability
IntraCoastal Capital, LLC | ​ | November 2024 Accompanying Warrants | ​ | 11/25/2024 | ​ | $ | 7.68 | ​ | 13 | ​ | Derivative Liability
Murchison Capital Partners, LP | ​ | March 2025 Accompanying Warrants | ​ | 3/4/2025 | ​ | $ | 4.20 | ​ | 4,000 | ​ | Derivative Liability
Total warrants issued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 5,792 | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ The fair value of the Closing Date Warrants, which was a non-recurring fair value, was determined as of the date of issuance using a Black-Scholes pricing model and the fair value of $3,245 was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts funded under the OFA Facilities. This non-recurring measurement is classified as Level 2. The inputs used were a strike price of $320.64, the Company’s stock price of $238.88, volatility of 95%, term of 7 years and risk-free rate of 2.95%. As discussed in Note 9, Debt and Credit Facilities, in connection with the closing of the Second Amendment of the Credit Agreement, on the Second Amendment Effective Date, the Company amended and restated the Closing Date Warrants granted to the Lenders to have an exercise price of $58.3232 per share. ​ Using a Black-Scholes pricing model, the Company determined that the Closing Date Warrants’ fair values at the original strike price of $320.64 and the amended strike price of $58.3232 were $548 and $802, respectively, as of the Second Amendment Effective Date. The Closing Date Warrants’ incremental increase in fair value for the repricing of $254, was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts refinanced under the Credit Agreement. ​ In connection with the Second Amendment, the Company issued 4 “2023 Warrants” at a strike price of $58.3232 per share. The fair value of the 2023 Warrants, which is a non-recurring fair value, was determined as of the date of issuance using a Black-Scholes pricing model and the fair value of $200 was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts funded under the Credit Agreement. This non-recurring measurement is classified as Level 2. The inputs used were a strike price of $58.3232, the Company’s stock price of $59.36, volatility of 99%, term of 5.4 years and risk-free rate of 4.14%. ​ In connection with the Fourth Amendment, the Company issued 6 “2024 Warrants” at a strike price of $49.1568 per share. The fair value of the “2024 Warrants”, which was a non-recurring fair value, was determined as of the date of issuance using a Black-Scholes pricing model and the fair value of $224 was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts funded under the OFA Facilities. This non-recurring measurement is classified as Level 2. The inputs used were a strike price of $49.1568, the Company’s stock price of $44.48, volatility of 112.2%, term of 5 years and risk-free rate of 4.25%. ​ In addition, in connection with the Fifth Amendment of the Credit Agreement, on the Fifth Amendment Effective Date of November 25, 2024, the Company amended and restated the Closing Date Warrants, 2023 Warrants, and 2024 Warrants granted to the Lenders to have an exercise price of $7.68 per share. ​ Using a Black-Scholes pricing model, the Company determined that the Closing Date Warrants, 2023 Warrants, and 2024 Warrants’ fair values at the previously amended strike price of $58.3232 and original strike price of $49.1568 the amended strike price of $7.68 were $105 and $164, respectively, as of the Fifth Amendment Effective Date. The Closing Date Warrants, 2023 Warrants, and 2024 Warrants’ incremental increase in fair value for the repricing of $59, was recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets, with the offset recorded as a discount on the amounts refinanced under the Credit Agreement. ​ The fair value of the Accompanying Warrants at issuance on March 25, 2024 was determined using a Black-Scholes pricing model and was recorded as a derivative liability with the offset recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets. This fair value measurement is classified as Level 2. On November 25, 2024, 534 of the 539 Accompanying Warrants’ strike price were amended to $9.136. The Company remeasured the Accompanying Warrants’ fair value at March 31, 2025 of $641 and recorded a net gain of $1,679, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of March 31, 2025 were strike prices of $9.136 and $51.20 for 534 and 5 Accompanying Warrants, respectively, the Company’s stock price of $2.03, volatility of 120.2%, term of 4.0 years and risk-free rate of 3.93%. ​ The fair value of the November 2024 Accompanying Warrants at issuance on November 25, 2024 was determined using a Black-Scholes pricing model and was recorded as a derivative liability with the offset recorded as a component of stockholders’ equity in Additional-paid-in-capital in the Condensed Consolidated Balance Sheets. This fair value measurement is classified as Level 2. The Company remeasured the November 2024 Accompanying Warrants’ fair value at March 31, 2025 of $1,193 and recorded a net gain of $3,080, within Other (income) expense, net in the Company’s Condensed Consolidated Statements of Operations. The valuation inputs used as of March 31, 2025 were a strike price of $7.68, the Company’s stock price of $2.03, volatility of 115.3%, term of 4.7 years and risk-free rate of 3.94%.

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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/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
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