Quarterly report pursuant to Section 13 or 15(d)

Fair Value Disclosures

v3.22.2.2
Fair Value Disclosures
9 Months Ended
Sep. 30, 2022
Fair Value Disclosures  
Fair Value Disclosures

4. Fair Value Disclosures

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction to a third party under current market conditions at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. In connection with a public offering in July 2022, the Company initially recognized a warrant liability that was reclassified to equity in September 2022, as discussed in Note 6. In connection with historical acquisitions, additional consideration may be paid related to the achievement of certain milestones. The following table provides information for liabilities measured at fair value on a recurring basis using Level 3 inputs:

September 30, 2022

    

(unaudited)

    

December 31, 2021

Contingent Consideration:

Current

 

313,714

 

Noncurrent

 

3,339,589

 

3,048,955

Total Contingent Consideration

$

3,653,303

$

3,048,955

The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows for certain milestones. Key assumptions used to estimate the fair value of contingent consideration include projected financial information, market data and the probability and timing of achieving the specific targets as discussed in Note 9. Acquisition. After the initial valuation, the Company generally uses its best estimate to measure contingent consideration at each subsequent reporting period using the following unobservable Level 3 inputs:

    

Valuation Technique

    

Unobservable Inputs

    

September 30, 2022

December 31, 2021

 

 

Discounted cash flow

 

Payment discount rate

 

13.1

%  

13.1

%

Bayon

 

 

Payment period

 

2023 - 2028

2023 - 2028

Panoptes

 

 

Payment period

 

2024 - 2028

2024 - 2028

Jade

 

 

Payment period

 

2026

2026

Bayon

    

Probability of Success for payment

    

17% - 67

%  

12% - 72

%

Panoptes

Probability of Success for payment

17% - 36

%  

17% - 36

%

Jade

 

Probability of Success for payment

 

55

%  

47

%

Significant changes in these assumptions could result in a significantly higher or lower fair value. The contingent consideration reported in the above table resulted is adjusted quarterly based upon the passage of time or the anticipated success or failure of achieving certain milestones. The change in fair value of contingent consideration for the three months ended September 20, 2022 and 2021 was $0.338 million and $0.068 million, respectively. The increase in change in fair value of contingent consideration was primarily due to a change in the discount factor and change in discount period. Additionally, a new indication was added for KIO-201 (PCED) which increased the probability of success for the Jade milestone payment by 8%.The change in fair value of contingent consideration of $0.604 million for the nine months ended September 30, 2022, was primarily driven by changes in estimated probabilities of success related to the orphan drug status designation of the Bayon drug candidate which occurred in March 2022. The change in fair value of contingent consideration of $(0.428) million for the nine months ended September 30, 2021 was primarily driven by changes in the estimated probabilities of success derived from an updated industry study published in the first quarter of 2021. The change in fair value of contingent consideration is recorded within operating expenses on the condensed consolidated statements of operation and comprehensive loss.