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FAIR VALUE MEASUREMENTS

6 Months Ended

Jun. 30, 2025

NOTE 7: - FAIR VALUE MEASUREMENTS

Under U.S. GAAP, fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories:

Level 1 -

Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 -

Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 -

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

NOTE 7: - FAIR VALUE MEASUREMENTS (Cont.)

The availability of observable inputs can vary from instrument to instrument and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment, and the investments are categorized as Level 3.

The carrying amounts of cash and cash equivalents, short-term restricted bank deposits, trade receivables, other accounts receivable and prepaid expenses, trade payables and other accounts payable and accrued expenses approximate their fair value due to the short-term maturity of such instruments. The Company’s Orbimed loan facility (as defined herein) was measured at fair value using Level 3 unobservable inputs until the payoff date of May 1, 2023. The Orbimed warrant liability was measured at fair value using Level 3 unobservable inputs. In addition, the Avenue Loan Facility is also measured at fair value using level 3 inputs.

The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:


	June 30, 2025
	Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents:
U.S. treasury notes	$	12,521	$	—	$	12,521	$	—

Total financial assets	$	12,521	$	—	$	12,521	$	—

Financial liabilities:
Orbimed Warrant liability		43		—		—		43
Pre-Funded Warrant liability		3,350		—		3,350		—

Total financial liabilities	$	3,393	$	—	$	3,350	$	43


	December 31, 2024
	Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents:
U.S. treasury notes	$	7,305	$	—	$	7,305	$	—

Total financial assets	$	7,305	$	—	$	7,305	$	—

Financial liabilities:
Long-term loan	$	28,923	$	—	$	—	$	28,923
Orbimed Warrant liability		72		—		—		72
Pre-Funded Warrant liability		5,896		—		5,896		—

Total financial liabilities	$	34,891	$	—	$	5,896	$	28,995

NOTE 7: - FAIR VALUE MEASUREMENTS (Cont.)

Loan Facilities

The fair value of the Avenue Loan Facility was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Avenue Loan Facility fair value estimate incorporates comparisons to instruments with similar covenants, collateral, and risk profiles and was obtained using a discounted cash flow technique. The fair value of the Avenue Loan Facility, as of April 30, 2025, was estimated using a discount rate of 19% which reflects the internal rate of return of the Avenue Loan Facility at closing, as of May 1, 2023. For the three and six-months periods ended June 30, 2025 and June 30, 2024, the change in the fair value of the loan was recorded in earnings since the Company concluded that the change in fair value was not related to instrument-specific credit risk.

Orbimed Warrant Liability

The fair value of the Orbimed Warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the Orbimed Warrant liability is estimated by the Company based on the Monte-Carlo simulation valuation technique, in order to predict the probability of different outcomes that rely on repeated random variables.

The following inputs were used to estimate the fair value of the Orbimed Warrant liability:


	June 30,		December 31,
	2025		2024
Stock price	$	0.67	$	0.79
Exercise price		4.00		4.00
Expected term (in years)		3.95		4.44
Volatility		86.4%		91.2%
Dividend rate		—		—
Risk-free interest rate		3.71%		4.53%

NOTE 7: - FAIR VALUE MEASUREMENTS (Cont.)

The following tables present a summary of the changes in the fair value of our financial instruments:


		Long-Term Loan		Orbimed Warrant Liability		Pre-funded Warrant Liability
Balance as of March 31, 2025	$	29,194	$	42	$	3,061
Exercise		—		—		—
Principal repayments on long-term loan		(31,515)		—		—
Change in fair value		2,321		1		289

Balance as of June 30, 2025	$	0	$	43	$	3,350


		Long-Term Loan		Orbimed Warrant Liability		Pre-funded Warrant Liability
Balance as of January 1, 2025	$	28,923	$	72	$	5,896
Exercise		—		—		(1,750)
Principal repayments on long-term loan		(31,515)		—		—
Change in fair value		2,592		(29)		(796)

Balance as of June 30, 2025	$	0	$	43	$	3,350


		Long-Term Loan		Orbimed Warrant Liability		Pre-funded Warrant Liability
Balance as of March 31, 2024	$	28,462	$	215	$	15,301
Issuance		—		—		—
Change in fair value		169		(61)		(3,401)

Balance as of June 30, 2024	$	28,631	$	154	$	11,900


		Long-Term Loan		Orbimed Warrant Liability		Pre-funded Warrant Liability
Balance as of January 1, 2024	$	28,545	$	240	$	—
Issuance		—		—		24,457
Change in fair value		86		(86)		(12,557)

Balance as of June 30, 2024	$	28,631	$	154	$	11,900

- 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

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