Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CYTK | |
Entity Registrant Name | CYTOKINETICS, INCORPORATED | |
Entity Central Index Key | 0001061983 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 000-50633 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3291317 | |
Entity Address, Address Line One | 350 Oyster Point Blvd | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | 650 | |
Local Phone Number | 624-3000 | |
Entity Common Stock, Shares Outstanding | 104,853,918 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 119,976 | $ 113,024 |
Short-term investments | 498,985 | 501,800 |
Accounts receivable | 834 | 1,283 |
Prepaid expenses and other current assets | 18,909 | 11,944 |
Total current assets | 638,704 | 628,051 |
Long-term investments | 15,376 | 40,534 |
Property and equipment, net | 68,018 | 68,748 |
Operating lease right-of-use assets | 78,170 | 78,987 |
Other assets | 7,814 | 7,996 |
Total assets | 808,082 | 824,316 |
Current liabilities: | ||
Accounts payable | 12,967 | 21,507 |
Accrued liabilities | 40,123 | 42,641 |
Short-term operating lease liabilities | 18,230 | 17,891 |
Current portion of long-term debt | 11,520 | 10,080 |
Other current liabilities | 6,015 | 10,559 |
Total current liabilities | 88,855 | 102,678 |
Term loan, net | 56,822 | 58,384 |
Convertible notes, net | 549,790 | 548,989 |
Liabilities related to revenue participation right purchase agreements, net | 390,219 | 379,975 |
Long-term operating lease liabilities | 118,554 | 120,427 |
Other non-current liabilities | 2 | 186 |
Total liabilities | 1,204,242 | 1,210,639 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock | 0 | 0 |
Common stock | 105 | 102 |
Additional paid-in capital | 1,852,155 | 1,725,823 |
Accumulated other comprehensive loss | (539) | (10) |
Accumulated deficit | (2,247,881) | (2,112,238) |
Total stockholders' deficit | (396,160) | (386,323) |
Total liabilities and stockholders' deficit | $ 808,082 | $ 824,316 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 835 | $ 4,613 |
Operating expenses: | ||
Research and development | 81,570 | 79,421 |
General and administrative | 45,500 | 49,665 |
Total operating expenses | 127,070 | 129,086 |
Operating loss | (126,235) | (124,473) |
Interest expense | (7,103) | (6,961) |
Non-cash interest expense on liabilities related to revenue participation right purchase agreements | (10,218) | (6,280) |
Interest and other income, net | 7,913 | 6,425 |
Net loss | $ (135,643) | $ (131,289) |
Net loss per share - basic | $ (1.33) | $ (1.38) |
Net loss per share - diluted | $ (1.33) | $ (1.38) |
Weighted-average number of shares used in computing net loss per share - basic | 101,924 | 95,164 |
Weighted-average number of shares used in computing net loss per share - diluted | 101,924 | 95,164 |
Other comprehensive (loss) gain: | ||
Unrealized (loss)/gain on available-for-sale securities, net | $ (556) | $ 1,945 |
Foreign currency translation adjustments | 27 | 0 |
Comprehensive loss | (136,172) | (129,344) |
Research and Development Revenues [Member] | ||
Revenues: | ||
Total revenues | 835 | 2,113 |
Milestone Revenues [Member] | ||
Revenues: | ||
Total revenues | $ 0 | $ 2,500 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2022 | $ (107,900) | $ 94 | $ 1,481,590 | $ (3,590) | $ (1,585,994) |
Beginning Balance, shares at Dec. 31, 2022 | 94,833,975 | ||||
Exercise of stock options, value | 3,547 | $ 0 | 3,547 | 0 | 0 |
Exercise of stock options, shares | 369,298 | ||||
Vesting of restricted stock units, value | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units, shares | 668,835 | ||||
Shares withheld related to net share settlement of equity awards, value | (10,517) | $ 0 | (10,517) | 0 | 0 |
Shares withheld related to net share settlement of equity awards, shares | (262,829) | ||||
Stock-based compensation | 15,194 | $ 0 | 15,194 | 0 | 0 |
Other comprehensive income (loss) | 1,945 | 0 | 0 | 1,945 | 0 |
Net Income (Loss) | (131,289) | 0 | 0 | 0 | (131,289) |
Ending Balance at Mar. 31, 2023 | (229,020) | $ 94 | 1,489,814 | (1,645) | (1,717,283) |
Ending Balance, shares at Mar. 31, 2023 | 95,609,279 | ||||
Beginning Balance at Dec. 31, 2023 | (386,323) | $ 102 | 1,725,823 | (10) | (2,112,238) |
Beginning Balance, shares at Dec. 31, 2023 | 101,637,922 | ||||
Exercise of stock options, value | 29,532 | $ 2 | 29,530 | 0 | 0 |
Exercise of stock options, shares | 1,466,359 | ||||
Vesting of restricted stock units, value | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units, shares | 695,140 | ||||
Shares withheld related to net share settlement of equity awards, value | (18,449) | $ 0 | (18,449) | 0 | 0 |
Shares withheld related to net share settlement of equity awards, shares | (274,256) | ||||
Issuance of common stock under at-the-market offering, net of issuance costs, value | 93,640 | $ 1 | 93,639 | 0 | 0 |
Issuance of common stock under at-the-market offering, net of issuance costs, shares | 1,237,460 | ||||
Exercise of warrants, net, value | 0 | $ 0 | 0 | 0 | 0 |
Exercise of warrants, net, share | 11,335 | ||||
Stock-based compensation | 21,612 | $ 0 | 21,612 | 0 | 0 |
Other comprehensive income (loss) | (529) | 0 | 0 | (529) | 0 |
Net Income (Loss) | (135,643) | 0 | 0 | 0 | (135,643) |
Ending Balance at Mar. 31, 2024 | $ (396,160) | $ 105 | $ 1,852,155 | $ (539) | $ (2,247,881) |
Ending Balance, shares at Mar. 31, 2024 | 104,773,960 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (135,643) | $ (131,289) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash interest expense on liabilities related to revenue participation right purchase agreements | 10,244 | 6,313 |
Stock-based compensation expense | 21,612 | 15,194 |
Non-cash lease expense | 995 | 935 |
Depreciation of property and equipment | 2,331 | 1,848 |
Realized gain on investment, net | 0 | 34 |
Interest receivable and amortization on investments | (5,224) | (3,037) |
Non-cash interest expense related to debt | 1,879 | 6,888 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 449 | (859) |
Prepaid and other assets | (6,630) | (1,627) |
Accounts payable | (10,294) | (8,106) |
Accrued and other liabilities | (5,579) | (7,755) |
Operating lease liabilities | (1,712) | (120) |
Other non-current liabilities | (1,935) | (705) |
Net cash used in operating activities | (129,507) | (122,286) |
Cash flows from investing activities: | ||
Purchases of investments | (142,655) | (89,779) |
Maturities of investments | 175,296 | 250,701 |
Sales of investments | 0 | 4,977 |
Purchases of property and equipment | 0 | (402) |
Net cash provided by (used in) investing activities | 32,641 | 165,497 |
Cash flows from financing activities: | ||
Repayment of finance lease liabilities | (227) | (207) |
Repayment of term loan | (705) | 0 |
Proceeds from issuance of common stock related to at-the-market offering, net of issuance costs | 93,640 | 0 |
Proceeds from issuance of common stock under equity incentive and stock purchase plans | 29,532 | 3,547 |
Taxes paid related to net share settlement of equity awards | (18,449) | (10,517) |
Net cash provided by financing activities | 103,791 | (7,177) |
Effect of exchange rate changes | 27 | 0 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 6,952 | 36,034 |
Cash, cash equivalents, and restricted cash, beginning of period | 113,399 | 67,182 |
Cash, cash equivalents, and restricted cash, end of period | 120,351 | 103,216 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 10,206 | 40 |
Non-cash investing and financing activities: | ||
Right-of-use assets recognized in exchange for operating lease obligations | 178 | 0 |
Amounts unpaid for purchases of property and equipment | $ 1,754 | $ 473 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (135,643) | $ (131,289) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | • Robert Blum , President & Chief Executive Officer – Mr. Blum adopted a Rule 10b5-1 trading arrangement on March 5, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Blum 2024 Plan”). The Blum 2024 Plan provides for the sale of (a) 62,233 shares of our common stock at market prices on the dates of the relevant sales and (b) the exercise of stock options to purchase up to 188,767 shares of our common stock and the concurrent sale of all shares of common stock acquired upon such exercise at various limit prices, in each case at pre-specified dates during the term of the plan. The Blum 2024 Plan will terminate on the earlier of (x) December 31, 2025 and (y) the sale of all securities that are subject to the plan. • Fady Malik , Executive Vice President, Research and Development – Dr. Malik adopted a Rule 10b5-1 trading arrangement on March 12, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Malik 2024 Plan”). The Malik 2024 Plan provides for the sale of (a) 27,492 shares of our common stock at market prices on the dates of the sale and (b) the exercise of stock options to acquire up to 74,322 shares of our common stock and the concurrent sale of all shares of common stock acquired upon such exercise at various limit prices, in each case at pre-specified dates during the term of the plan. The Malik 2024 Plan will terminate on the earlier of (x) December 13, 2024 and (y) the sale of all securities that are subject to the plan. • Andrew Callos , Executive Vice President, Chief Commercial Officer – Mr. Callos adopted a Rule 10b5-1 trading arrangement on March 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Callos 2024 Plan”). The Callos 2024 Plan provides for the sale of (a) 24,946 shares of our common stock at various limit prices on the dates of the sale and (b) the exercise of stock options to acquire up to 146,875 shares of our common stock and the concurrent sale of all shares of common stock acquired upon such exercise at various limit prices, in each case at pre-specified dates during the term of the plan. The Callos 2024 Plan will terminate on the earlier of (x) March 4, 2025 and (y) the sale of all securities that are subject to the plan. • Robert Wong , Vice President, Chief Accounting Officer – Mr. Wong adopted a Rule 10b5-1 trading arrangement on March 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Wong 2024 Plan”). The Wong 2024 Plan provides for the sale of (a) 13,011 shares of our common stock at market prices on the dates of the sale and (b) the exercise of stock options to acquire up to 70,000 shares of our common stock and the concurrent sale of all shares of common stock acquired upon such exercise at various limit prices, in each case at pre-specified dates during the term of the plan. The Wong 2024 Plan will terminate on the earlier of (x) September 30, 2024 and (y) the sale of all securities that are subject to the plan. • B. Lynne Parshall , Director, Chair of the Audit Committee – Ms. Parshall adopted a Rule 10b5-1 trading arrangement on March 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Parshall 2024 Plan”). The Parshall 2024 Plan provides for the exercise of stock options to acquire up to 40,000 shares of our common stock and the concurrent sale of all shares of common stock acquired upon such exercise at various limit prices, in each case at pre-specified dates during the term of the plan. The Parshall 2024 Plan will terminate on the earlier of (x) September 20, 2024 and (y) the sale of all securities that are subject to the plan. • Santo J. Costa , Director, Chair of the Compensation and Talent Committee – Mr. Costa adopted a Rule 10b5-1 trading arrangement on March 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Costa 2024 Plan”). The Costa 2024 Plan provides for the exercise of stock options to acquire up to 40,000 shares of our common stock and the concurrent sale of all shares of common stock acquired upon such exercise at various limit prices, in each case at pre-specified dates during the term of the plan. The Costa 2024 Plan will terminate on the earlier of (x) December 5, 2024 and (y) the sale of all securities that are subject to the plan. • Wendell Wierenga , Director, Chair of the Science and Technology Committee – Dr. Wierenga adopted a Rule 10b5-1 trading arrangement on March 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Wierenga 2024 Plan”). The Wierenga 2024 Plan provides for the exercise of stock options to acquire up to 20,000 shares of our common stock and the concurrent sale of all shares of common stock acquired upon such exercise at various limit prices, in each case at pre-specified dates during the term of the plan. The Wierenga 2024 Plan will terminate on the earlier of (x) May 9, 2025 and (y) the sale of all securities that are subject to the plan. • Edward M. Kaye , Director – Dr. Kaye adopted a Rule 10b5-1 trading arrangement on March 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Kaye 2024 Plan”). The Kaye 2024 Plan provides for the exercise of stock options to acquire up to 71,589 shares of our common stock and the concurrent sale of all shares of common stock acquired upon such exercise at various limit prices, in each case at pre-specified dates during the term of the plan. The Kaye 2024 Plan will terminate on the earlier of (x) March 4, 2025 and (y) the sale of all securities that are subject to the plan. • Muna Bhanji , Director – Ms. Bhanji adopted a Rule 10b5-1 trading arrangement on March 11, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Bhanji 2024 Plan”). The Bhanji 2024 Plan provides for the sale of 5,613 shares of our common stock at market prices on the date of the sale. The Bhanji 2024 Plan will terminate on the earlier of (x) July 24, 2024 and (y) the sale of all securities that are subject to the plan. • Robert Harrington , Director – Dr. Harrington adopted a Rule 10b5-1 trading arrangement on March 4, 2024 that was intended to satisfy the affirmative defense provided for under Rule 10b5-1(c) (the “Harrington 2024 Plan”). The Harrington 2024 Plan provides for the sale of 1,833 shares of our common stock at market prices on the date of the sale. The Harrington 2024 Plan will terminate on the earlier of (x) July 31, 2024 and (y) the sale of all securities that are subject to the plan. Certain of our officers have made elections to participate in, and are participating in, our employee stock purchase plan, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements. In addition, certain of our directors have made elections to participate in, and are participating in, our director equity in lieu of cash retainer option program (as described in the “Director Compensation” section of our Proxy Statement for our 2024 Annual Meeting), which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements. |
Robert Blum [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Fady Malik [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Andrew Callos [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Robert Wong [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
B. Lynne Parshall [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Santo J. Costa [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Wendell Wierenga [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Edward M. Kaye [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Muna Bhanji [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Robert Harrington [Member] | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | true |
Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Trading Plan [Member] | Robert Blum [Member] | |
Trading Arrangements, by Individual | |
Name | Robert Blum |
Title | President & Chief Executive Officer |
Adoption Date | March 5, 2024 |
Termination Date | December 31, 2025 |
Rule 10b5-1 Trading Plan [Member] | Fady Malik [Member] | |
Trading Arrangements, by Individual | |
Name | Fady Malik |
Title | Executive Vice President, Research and Development |
Adoption Date | March 12, 2024 |
Termination Date | December 13, 2024 |
Rule 10b5-1 Trading Plan [Member] | Andrew Callos [Member] | |
Trading Arrangements, by Individual | |
Name | Andrew Callos |
Title | Executive Vice President, Chief Commercial Officer |
Adoption Date | March 4, 2024 |
Termination Date | March 4, 2025 |
Rule 10b5-1 Trading Plan [Member] | Robert Wong [Member] | |
Trading Arrangements, by Individual | |
Name | Robert Wong |
Title | Vice President, Chief Accounting Officer |
Adoption Date | March 4, 2024 |
Termination Date | September 30, 2024 |
Rule 10b5-1 Trading Plan [Member] | B. Lynne Parshall [Member] | |
Trading Arrangements, by Individual | |
Name | B. Lynne Parshall |
Title | Director, Chair of the Audit Committee |
Adoption Date | March 4, 2024 |
Termination Date | September 20, 2024 |
Rule 10b5-1 Trading Plan [Member] | Santo J. Costa [Member] | |
Trading Arrangements, by Individual | |
Name | Santo J. Costa |
Title | Director, Chair of the Compensation and Talent Committee |
Adoption Date | March 4, 2024 |
Termination Date | December 5, 2024 |
Rule 10b5-1 Trading Plan [Member] | Wendell Wierenga [Member] | |
Trading Arrangements, by Individual | |
Name | Wendell Wierenga |
Title | Director, Chair of the Science and Technology Committee |
Adoption Date | March 4, 2024 |
Termination Date | May 9, 2025 |
Rule 10b5-1 Trading Plan [Member] | Edward M. Kaye [Member] | |
Trading Arrangements, by Individual | |
Name | Edward M. Kaye |
Title | Director |
Adoption Date | March 4, 2024 |
Termination Date | March 4, 2025 |
Rule 10b5-1 Trading Plan [Member] | Muna Bhanji [Member] | |
Trading Arrangements, by Individual | |
Name | Muna Bhanji |
Title | Director |
Adoption Date | March 11, 2024 |
Termination Date | July 24, 2024 |
Rule 10b5-1 Trading Plan [Member] | Robert Harrington [Member] | |
Trading Arrangements, by Individual | |
Name | Robert Harrington |
Title | Director |
Adoption Date | March 4, 2024 |
Termination Date | July 31, 2024 |
Rule 10B51Trading Plan One [Member] | Robert Blum [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 62,233 |
Rule 10B51Trading Plan Two [Member] | Robert Blum [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 188,767 |
Rule 10B51Trading Plan Three [Member] | Fady Malik [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 27,492 |
Rule 10B51Trading Plan Four [Member] | Fady Malik [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 74,322 |
Rule 10b5-1 Trading Plan Five [Member] | Andrew Callos [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 24,946 |
Rule 10b5-1 Trading Plan Six [Member] | Andrew Callos [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 146,875 |
Rule 10b5-1 Trading Plan Seven [Member] | Robert Wong [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 13,011 |
Rule 10b5-1 Trading Plan Eight [Member] | Robert Wong [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 70,000 |
Rule 10b5-1 Trading Plan Nine [Member] | B. Lynne Parshall [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 40,000 |
Rule 10b5-1 Trading Plan Ten [Member] | Santo J. Costa [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 40,000 |
Rule 10b5-1 Trading Plan Eleven [Member] | Wendell Wierenga [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 20,000 |
Rule 10b5-1 Trading Plan Twelve [Member] | Edward M. Kaye [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 71,589 |
Rule 10b5-1 Trading Plan Thirteen [Member] | Muna Bhanji [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 5,613 |
Rule 10b5-1 Trading Plan Fourteen [Member] | Robert Harrington [Member] | |
Trading Arrangements, by Individual | |
Aggregate Available | 1,833 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | Note 1 — Organization and Significant Accounting Policies Cytokinetics, Incorporated was incorporated under the laws of the state of Delaware on August 5, 1997. The Company is a late-stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions. Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an accumulated deficit of approximately $ 2.2 billion since inception and there can be no assurance that we will attain profitability. We had a net loss of $ 135.6 million and net cash used in operations of $ 129.5 million for the three months ended March 31, 2024. Cash, cash equivalents, and investments decreased to $ 634.3 million as of March 31, 2024 from $ 655.4 million as of December 31, 2023. We anticipate that we will have operating losses and net cash outflows in future periods. We are subject to risks common to late-stage biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans. Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us. To date, we have funded operations primarily through sales of our common stock, contract payments under our collaboration agreements, sales of future revenues and royalties, debt financing arrangements and interest income. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings. We have never generated revenues from commercial sales of our drugs and may not have drugs to market for at least several years, if ever. Our success is dependent on our ability to enter into new strategic collaborations and/or raise additional capital and to successfully develop and market one or more of our drug candidates. We cannot be certain that sufficient funds will be available from such a financing or through a collaborator when required or on satisfactory terms. Additionally, there can be no assurance that our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on our future financial results, financial position and cash flows. Based on the current status of our research and development activities, we believe that our existing cash, cash equivalents and investments will be sufficient to fund cash requirements for at least the next 12 months after the issuance of this Quarterly Report on Form 10-Q. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our funding of one or more of our research or development programs. Alternatively, we might raise funds through strategic collaborations, public or private financings or other arrangements. Such funding, if needed, may not be available on favorable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation Our condensed consolidated financial statements include the accounts of Cytokinetics and our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair statement of our financial information. These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period. The balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The financial statements and related disclosures have been prepared with the presumption that users of the interim financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2023 , as filed with the Securities and Exchange Commission. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates . Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard requires disclosure of significant segment expenses and other segment items by reportable segment. The ASU becomes effective for annual periods beginning in 2024 and interim periods in 2025. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. The ASU becomes effective January 1, 2025. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 2 — Net Loss Per Share The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands): March 31, 2024 March 31, 2023 Options to purchase common stock 11,095 12,362 Warrants to purchase common stock — 13 Restricted stock and performance units 1,692 1,438 Shares issuable related to the ESPP 65 49 Shares issuable upon conversion of 2026 Notes 2,003 2,003 Shares issuable upon conversion of 2027 Notes 10,572 10,572 Total shares 25,427 26,437 |
Research and Development Arrang
Research and Development Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Research and Development [Abstract] | |
Research and Development Arrangements | Note 3 — Research and Development Arrangements Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement On December 20, 2021, we entered into the Ji Xing OM License Agreement, pursuant to which we granted to Ji Xing an exclusive license to develop and commercialize omecamtiv mecarbil in China and Taiwan. Under the terms of the Ji Xing OM License Agreement, we received a $ 50.0 million nonrefundable payment from Ji Xing comprised of a $ 40.0 million payment as consideration for the rights granted by us to Ji Xing and $ 10.0 million attributable to our having submitted to FDA an NDA for omecamtiv mecarbil. We may be eligible to receive from Ji Xing additional payments totaling up to $ 330.0 million for the achievement of certain commercial milestone events in China and Taiwan in connection to omecamtiv mecarbil. In addition, Ji Xing will pay us tiered royalties in the mid-teens to the low twenties range on the net sales of pharmaceutical products containing omecamtiv mecarbil in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents. The Ji Xing OM License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term. In addition to the Ji Xing OM License Agreement, we entered into common stock purchase agreements with each of the RTW Investors, pursuant to which we sold and issued an aggregate of 0.5 million shares of our common stock at a price per share of $ 39.125 and an aggregate purchase price of $ 20.0 million. The closing of the transaction occurred on December 31, 2021 . Ji Xing Aficamten License and Collaboration Agreement On July 14, 2020, we entered into the Ji Xing Aficamten License Agreement, pursuant to which we granted to Ji Xing an exclusive license to develop and commercialize aficamten in China and Taiwan. Under the terms of the Ji Xing Aficamten License Agreement, we received from Ji Xing a nonrefundable upfront payment of $ 25.0 million. Under the terms of the Ji Xing Aficamten License Agreement, we may be eligible to receive from Ji Xing milestone payments totaling up to $ 200.0 million for the achievement of certain development and commercial milestone events in connection to aficamten in the field of oHCM, and/or nHCM and other indications. In addition, Ji Xing will pay us tiered royalties in the low-to-high teens range on the net sales of pharmaceutical products containing aficamten in China and Taiwan, subject to certain reductions for generic competition, patent expiration and payments for licenses to third party patents. The Ji Xing Aficamten License Agreement, unless terminated earlier, will continue on a market-by-market basis until expiration of the relevant royalty term. Accounting for the Ji Xing License and Collaboration Agreements We assessed the arrangements of the Ji Xing OM License Agreement and the Ji Xing Aficamten License Agreement in accordance with ASC 606 and concluded that there is one performance obligation relating to the license of functional intellectual property for each agreement. The performance obligation was satisfied, and we recognized the residual allocation of arrangement consideration as revenue of $ 54.9 million in 2021 for the Ji Xing OM License Agreement and $ 36.5 million in 2020 for the Ji Xing Aficamten License Agreement. Due to the nature of development, including the inherent risk of development and approval by regulatory authorities, we are unable to estimate if and when the development milestone payments could be achieved or become due and, accordingly, we consider the milestone payments to be fully constrained and exclude the milestone payments from the initial transaction price. The consideration related to sales-based milestone payments, including royalties, will be recognized when the related sales occur under the sales and usage-based royalty exception of ASC 606 as these amounts have been determined to relate predominantly to the license. We re-evaluate the probability of achievement of development milestones and any related constraints each reporting period. We will include consideration, without constraint, in the transaction price to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We recognized a $ 2.5 million milestone from Ji Xing in 2023 for the initiation of a phase 3 clinical trial for aficamten in nHCM which was collected in the fourth quarter of 2023. Research and development revenue from Ji Xing for the three months ended March 31, 2024 and 2023 was $ 0.8 million and $ 0.3 million , respectively, related to certain development cost reimbursements. We had accounts receivable from Ji Xing of $ 0.8 million as of March 31, 2024 and $ 0.3 million as of December 31, 2023. Astellas The Company and Astellas entered into the Astellas FSRA Agreement on April 23, 2020. As a result of the Astellas FSRA Agreement, the Company will now have exclusive control and responsibility for the Company's future development and commercialization of reldesemtiv, CK-601 and other FSRA compounds and products, and accordingly, Astellas has agreed to terminate its license to all FSRA compounds and related products. Under the Astellas FSRA Agreement, Astellas agreed to pay one-third of the out-of-pocket clinical development costs which may be incurred in connection with the Company’s Phase 3 clinical trial of reldesemtiv in ALS, up to a maximum contribution by Astellas of $ 12 million. Astellas also agreed to non-cash contributions to the Company, which included the transfer of its existing inventories of active pharmaceutical ingredient of reldesemtiv and CK-601. As of December 31, 2023, we have billed and collected from Astellas up to the maximum contribution of $ 12.0 million. On March 31, 2023, we announced that we will discontinue COURAGE-ALS, our Phase 3 clinical trial of reldesemtiv in patients with ALS, and COURAGE-ALS OLE. We had no research and development revenue from Astellas for the three months ended March 31, 2024. Research and development revenue from Astellas was $ 1.8 million for the three months ended March 31, 2023 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 — Fair Value Measurements We value our financial assets and liabilities at fair value, defined as the price that would be received for assets when sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best information reasonably available. Accordingly, we use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider the security issuers’ and the third-party issuers’ credit risk in our assessment of fair value. We classify fair value based on the observability of those inputs using a hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement): Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities; Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally-developed valuation models. Fair Value of Financial Assets: The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands): March 31, 2024 Fair Value Amortized Unrealized Unrealized Fair Money market funds Level 1 $ 108,635 $ — $ — $ 108,635 U.S. Treasury securities Level 1 60,920 — ( 46 ) 60,874 U.S. Government agency securities Level 2 104,159 11 ( 149 ) 104,021 Commercial paper Level 2 239,642 18 ( 229 ) 239,431 Corporate obligations Level 2 114,179 14 ( 164 ) 114,029 $ 627,535 $ 43 $ ( 588 ) $ 626,990 December 31, 2023 Fair Value Amortized Unrealized Unrealized Fair Money market funds Level 1 $ 77,429 $ — $ — $ 77,429 U.S. Treasury securities Level 1 34,625 13 ( 15 ) 34,623 U.S. Government agency securities Level 2 175,301 87 ( 133 ) 175,255 Commercial paper Level 2 252,956 156 ( 59 ) 253,053 Corporate obligations Level 2 92,384 103 ( 142 ) 92,345 $ 632,695 $ 359 $ ( 349 ) $ 632,705 No credit losses on debt securities were recognized during the three months ended March 31, 2024 or 2023 . In its evaluation to determine expected credit losses, management considered all available historical and current information, expectations of future economic conditions, the type of security, the credit rating of the security, and the size of the loss position, as well as other relevant information. The Company does not intend to sell, and is unlikely to be required to sell, any of these available-for-sale investments before their effective maturity or market price recovery. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 5 — Balance Sheet Components A reconciliation of cash, cash equivalents, and restricted cash reported in the accompanying condensed consolidated balance sheets to the amount reported within the accompanying condensed consolidated statements of cash flows was as follows (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 119,976 $ 113,024 Restricted cash 375 375 Total cash, cash equivalents, and restricted cash as reported within our consolidated statement of cash flows $ 120,351 $ 113,399 As of March 31, 2024, our restricted cash balance of $ 0.4 million is used to collateralize letters of credit. Accrued liabilities were as follows (in thousands): March 31, 2024 December 31, 2023 Accrued liabilities: Clinical and preclinical costs $ 9,163 $ 5,880 Compensation related 16,167 29,255 Other accrued expenses 14,793 7,506 Total accrued liabilities $ 40,123 $ 42,641 |
Agreements with Royalty Pharma
Agreements with Royalty Pharma | 3 Months Ended |
Mar. 31, 2024 | |
Agreements with Royalty Pharma [Abstract] | |
Agreements with Royalty Pharma | Note 6 — Agreements with Royalty Pharma On January 7, 2022, we announced that we had entered into the 2022 RPI Transactions with affiliates of Royalty Pharma International plc. The RP Loan Agreement and the RP Aficamten RPA described below, are determined to be debt instruments subsequently measured at amortized cost and were entered into with parties that were at the time of our entry into the 2022 RPI Transactions affiliated and in contemplation of one another. We used the relative fair value method and made separate estimates of the fair value of each freestanding financial instrument and then allocated the proceeds in proportion to those fair value amounts. Arrangement consideration for the RP Loan Agreement and the RP Aficamten RPA totaled $ 150 million, consisting of the two $ 50 million upfront payments for the signing of the RP Loan Agreement and the RP Aficamten RPA and milestone of $ 50 million for initiation of the first pivotal trial in oHCM for aficamten that was deemed probable at the signing of the agreements. The initial consideration was allocated as follows (in thousands): Fair Value Proceeds Allocation Units of Accounting: Revenue Participation Right Purchase Agreement $ 69,498 $ 100,000 $ 89,571 Development Funding Loan Agreement 46,887 50,000 60,429 Total consideration $ 116,385 $ 150,000 $ 150,000 2022 RP Loan Agreement Under the RP Loan Agreement, we were initially entitled to receive up to $ 300.0 million in term loans, $ 50.0 million of which was disbursed to us on closing and the remaining $ 250.0 million scheduled to have been available to us upon our satisfaction of customary disbursement conditions and certain development conditions by specific deadlines, as follows: • $ 50.0 million of tranche 2 term loans during the one year period following the receipt on or prior to March 31, 2023 of marketing approval from FDA of omecamtiv mecarbil; • $ 25.0 million of tranche 3 term loans during the one year period following the commercial availability of a diagnostic test measuring levels of omecamtiv mecarbil to support the final FDA label language applicable to such drug, subject to such commercial availability and the conditions to the tranche 2 term loans having occurred on or prior to March 31, 2023; • $ 75.0 million of tranche 4 term loans during the one year period following the receipt on or prior to September 30, 2024 of positive results from SEQUOIA-HCM, the Phase 3 trial for aficamten; and • $ 100.0 million of tranche 5 term loans during the one year period following the acceptance by the FDA on or prior to March 31, 2025 of an NDA for aficamten, subject to the conditions to the tranche 4 term loans having occurred on or prior to September 30, 2024. As a result of our receipt of a CRL on February 28, 2023, in connection to our NDA for omecamtiv mecarbil, we have not satisfied the conditions to the availability of the tranche 2 and tranche 3 loans under the RP Loan Agreement. In December 2023, we announced positive topline results from SEQUOIA-HCM, the Phase 3 trial for aficamten. This entitled us to receive $ 75.0 million under tranche 4 during the one year period following the receipt of the positive results and requires us to complete a minimum mandatory draw of at least $ 50.0 million of the $ 75.0 million available. The remaining $ 100.0 million under tranche 5 remains available for disbursement to us, subject to satisfaction of the conditions described above. Each term loan under the RP Loan Agreement matures on the 10 year anniversary of the funding date for such term loan and is repayable in quarterly installments of principal, interest and fees commencing on the last business day of the seventh full calendar quarter following the calendar quarter of the applicable funding date for such term loan, with the aggregate amount payable in respect of each term loan (including interest and other applicable fees) equal to 190 % of the principal amount of the term loan for the tranche 1, tranche 4 and tranche 5 term loans and 200 % of the principal amount of the term loan for tranche 2 and tranche 3 term loans (such amount with respect to each term loan, “Final Payment Amount”). We accounted for amounts initially drawn under the RP Loan Agreement using the effective interest method which resulted in an effective interest rate of 7.65 % over the ten-year term. As of the date of the prepayment or maturity of the term loan (or the date such prepayment or repayment is required to be paid), we will be required to pay an additional amount equal to $ 34.6 million accreted over the term of the loan. We have made our first payment in the fourth quarter of 2023. We may prepay the term loans in full (but not in part) at any time at our option by paying an amount equal to the unpaid portion of Final Payment Amount for the outstanding term loans under the RP Loan Agreement; provided that if the conditions for either the tranche 4 term loans or the tranche 5 term loans have been met, we must have borrowed at least $ 50 million principal amount of the tranche 4 or 5 term loans. In addition, the term loans under the RP Loan Agreement are repayable in full at the option of either us or the lender in an amount equal to the unpaid portion of Final Payment Amount for the outstanding term loans upon a change of control of Cytokinetics. Future minimum payments under the existing borrowing under RP Loan Agreement are (in thousands): Years ending December 31: 2024 remainder $ 8,640 2025 11,520 2026 11,520 2027 11,520 2028 11,520 Thereafter 37,440 Future minimum payments 92,160 Less: Unamortized interest and loan costs ( 23,818 ) Term Loan, net $ 68,342 As of March 31, 2024, the estimated fair value of our RP Loan Agreement was $ 51.9 million . The fair value was estimated based on Level 3 inputs. 2022 RP Aficamten Royalty Purchase Agreement In addition, on January 7, 2022, we entered into the RP Aficamten RPA with RPI ICAV, pursuant to which RPI ICAV purchased rights to certain revenue streams from net sales of pharmaceutical products containing aficamten by us, our affiliates and our licensees in exchange for up to $ 150.0 million in consideration, $ 50.0 million of which was paid on the closing date, $ 50.0 million of which was paid to us in March 2022 following the initiation of the first pivotal trial in oHCM for aficamten, and $ 50.0 million of which was paid to us in September 2023 following the initiation of the first pivotal clinical trial in nHCM for aficamten. Th e RP Aficamten RPA also provides that the parties will negotiate terms for additional funding if we achieve proof of concept results in certain other indications for aficamten, with a reduction in the applicable royalty if we and RPI ICAV fail to agree on such terms in certain circumstances. Pursuant to the RP Aficamten RPA, RPI ICAV purchased the right to receive a percentage of net sales equal to 4.5 % for annual worldwide net sales of pharmaceutical products containing aficamten up to $ 1 billion and 3.5 % for annual worldwide net sales of pharmaceutical products containing aficamten in excess of $ 1 billion, subject to reduction in certain circumstances. Our liability to RPI ICAV is referred to as the “RP Aficamten Liability”. We account for the RP Aficamten Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid. If and when aficamten is commercialized and royalties become due, we will recognize the portion of royalties paid to RPI ICAV as a decrease to the RP Aficamten Liability and a corresponding reduction in cash. The carrying amount of the RP Aficamten Liability is based on our estimate of the future royalties to be paid to RPI ICAV over the life of the arrangement as discounted using an imputed rate of interest. The imputed rate of interest on the carrying value of the RP Aficamten Liability was approximately 24.8 % and 22.4 % as of March 31, 2024 and 2023, respectively. 2017 RP Omecamtiv Mecarbil Royalty Purchase Agreement In February 2017, we entered into the RP OM RPA pursuant to which we sold a portion of our right to receive royalties from Amgen on future net sales of omecamtiv mecarbil to RPFT for a one-time payment of $ 90 million, which is non-refundable even if omecamtiv mecarbil is never commercialized. Concurrently, we entered into a common stock purchase agreement with RPFT through which RPFT purchased 875,656 shares of the Company’s common stock for $ 10.0 million. We allocated the consideration and issuance costs on a relative fair value basis to our liability to RPFT related to sale of future royalties under the RP OM RPA (the “RP OM Liability”) and the common stock sold to RPFT, which resulted in the RP OM Liability being initially recognized at $ 92.3 million. The RP OM RPA provides for the sale of a royalty to RPFT of 4.5 % on worldwide net sales of omecamtiv mecarbil, subject to a potential increase of up to an additional 1 % under certain circumstances. As a result of our receipt of a CRL on February 28, 2023 in connection to our NDA for omecamtiv mecarbil, pursuant to the terms of the RP OM RPA, the applicable royalty rate will increase to a maximum of 5.5 % if omecamtiv approval obtains FDA approval at any time after June 30, 2023. As a result of the termination of the Amgen Agreement and pursuant to our obligations under the RP OM RPA, we and RPFT amended the RP OM RPA on January 7, 2022 to preserve RPFT’s rights under the RP OM RPA by providing for direct payments by us to RPFT of up to 5.5 % of our and our affiliates and licensees worldwide net sales of omecamtiv mecarbil. The RP OM RPA, as amended, had no impact on the original accounting for the $ 92.3 million associated with the RP OM Liability established in February 2017. We account for the RP OM Liability as a liability primarily because we have significant continuing involvement in generating the related revenue stream from which the liability will be repaid. If and when omecamtiv mecarbil is commercialized and royalties become due, we will recognize the portion of royalties paid to RPFT as a decrease to the RP OM Liability and a corresponding reduction in cash. The carrying amount of the RP OM Liability is based on our estimate of the future royalties to be paid to RPFT over the life of the arrangement as discounted using an imputed rate of interest. The excess of future estimated royalty payments over the $ 92.3 million of allocated proceeds, less issuance costs, is recognized as non-cash interest expense using the effective interest method. The imputed rate of interest on the carrying value of the RP OM Liability was approximately 0.1 % and 1.9 % as of March 31, 2024 and 2023, respectively. Accounting for the Royalty Pharma Royalty Purchase Agreements We periodically assess the amount and timing of expected royalty payments using a combination of internal projections and forecasts from external sources. To the extent such payments are greater or less than our initial estimates or the timing of such payments is materially different than its original estimates, we will prospectively adjust the amortization of the RP OM Liability and the RP Aficamten Liability and the effective interest rate. There are a number of factors that could materially affect the amount and timing of royalty payments, a number of which are not within our control. The RP OM Liability and the RP Aficamten Liability are recognized using significant unobservable inputs. The estimates of future royalties requires the use of several assumptions such as: the probability of clinical success, the probability of regulatory approval, the estimated date of a product launch, estimates of eligible patient populations, estimates of prescribing behavior and patient compliance behavior, estimates of pricing, payor reimbursement and coverage, and sales ramp. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the RP OM Liability and the RP Aficamten Liability. We recorded $ 50.0 million of additional consideration associated with the 2022 RP Aficamten Royalty Purchase Agreement upon receipt of the cash in the third quarter of 2023. We review our assumptions on a regular basis and our estimates may change in the future as we refine and reassess our assumptions. Changes to the RP Aficamten Liability and the RP OM Liability are as follows (in thousands): RP Aficamten Liability RP OM Liability 2024 2023 2024 2023 Beginning balance, January 1 $ 180,591 $ 105,117 $ 199,384 $ 195,384 Initial carrying value — — — — Interest accretion 10,239 5,363 ( 21 ) 917 Amortization of issuance costs — — 26 33 Ending balance, March 31 $ 190,830 $ 110,480 $ 199,389 $ 196,334 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 — Debt Convertible Notes On November 13, 2019, we issued $ 138.0 million aggregate principal amount of 2026 Notes. On July 6, 2022, we issued $ 540.0 million aggregate principal amount of 2027 Notes and used approximately $ 140.3 million of the net proceeds from the offering of 2027 Notes and issued 8,071,343 shares of common stock to repurchase approximately $ 116.9 million aggregate principal amount of the 2026 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2026 Notes concurrently with the pricing of the offering of the 2027 Notes. As of March 31, 2024 , there remains $ 21.1 million aggregate principal amount of 2026 Notes outstanding and $ 540.0 million of aggregate principal amount of 2027 Notes outstanding. The 2026 Notes are unsecured obligations and bear interest at an annual rate of 4.0 % per year, payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020 . The 2026 Notes will mature on November 15, 2026 , unless earlier repurchased or redeemed by us or converted at the option of the holders. We may redeem the 2026 Notes prior to the maturity date but we are not required to and no sinking fund is provided for the 2026 Notes. The 2026 Notes may be converted, under certain circumstances, based on an initial conversion rate of 94.7811 shares of common stock per $ 1,000 principal amount (which represents an initial conversion price of $ 10.55 per share). The 2027 Notes are our senior unsecured obligations and shares equal in right of payment with our other indebtedness, including the 2026 Notes. The 2027 Notes bear interest at a rate of 3.5 % per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2023 . The 2027 Notes will mature on July 1, 2027 , unless earlier converted, redeemed or repurchased. The 2027 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate(s). The initial conversion rate for the 2027 Notes is 19.5783 shares of our common stock per $ 1,000 principal amount of such Notes, which is equivalent to an initial conversion price of approximately $ 51.08 per share. The conversion rate for the 2026 Notes and 2027 Notes will be subject to adjustment upon the occurrence of certain specified events as described above. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture), we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its notes in connection with such make-whole fundamental change. The 2026 Notes are redeemable, in whole or in part, at our option at any time, and from time to time, and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice; and (ii) the trading day immediately before the date we may send such notice. Holders of the 2027 Notes have the option to convert their convertible notes only in the following circumstances: (i) if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for at least 20 trading days within a 30 -day period starting from the last trading day of the preceding quarter after September 30, 2022; (ii) within 5 consecutive business days following any 10 consecutive trading day period if the trading price per $ 1,000 principal amount of 2027 Notes during such period falls below 98 % of the product of the last reported sale price per share of our common stock and the conversion rate; (iii) upon certain corporate events or distributions on our common stock outlined in the 2027 Indenture; (iv) upon our call for redemption of the 2027 Notes; and (v) from March 1, 2027, until the scheduled trading day immediately preceding the maturity date. Circumstance (i) defined above was triggered upon the calculation completed for April 1, 2024. Consequently the 2027 Notes are redeemable at the option of the holders for the second quarter of 2024. This calculation will continue to be re-evaluated on a quarterly basis. We may not redeem the 2027 Notes at our option at any time before July 7, 2025. The 2027 Notes will be redeemable, in whole or in part (subject to the “Partial Redemption Limitation” (as defined in the 2027 Indenture)), at our option at any time, and from time to time, on or after July 7, 2025 The following table presents the total amo unt of interest cost recognized relating to the 2026 Notes (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Contractual interest expense $ 212 $ 211 Amortization of debt issuance costs 28 23 Total interest expense recognized $ 240 $ 234 The effective interest rate of the 2026 Notes was 4.6 % for the three months ended March 31, 2024 and 2023. As of March 31, 2024, the unamortized debt issuance cost for the 2026 Notes was $ 0.3 million and will be amortized over approximately 2.7 years. The 2026 Notes are convertible at March 31, 2024 at the option of the holder. The following table presents the total amo unt of interest cost recognized relating to the 2027 Notes (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Contractual interest expense $ 4,725 $ 4,724 Amortization of debt issuance costs 773 682 Total interest expense recognized $ 5,498 $ 5,406 The effective interest rate of the 2027 Notes was 4.2 % as of March 31, 2024 and 2023. As of March 31, 2024, the unamortized debt issuance cost for the 2027 Notes was $ 11.0 million and will be amortized over approximately 3.3 years. During the three months ended March 31, 2024, the conditions allowing holders of the 2027 Notes to convert were not met. As a result, the 2027 Notes are not convertible during the three months ended March 31, 2024. Future minimum payments under the 2027 Notes and 2026 Notes are (in thousands): Years ending December 31: 2027 Notes 2026 Notes Total 2024 remainder $ 9,450 $ 845 $ 10,295 2025 18,900 845 19,745 2026 18,900 21,978 40,878 2027 558,900 — 558,900 Future minimum payments 606,150 23,668 629,818 Less: Interest ( 66,150 ) ( 2,536 ) ( 68,686 ) Convertible notes, principal amount 540,000 21,132 561,132 Less: Debt issuance costs on the convertible notes ( 11,025 ) ( 317 ) ( 11,342 ) Net carrying amount of the convertible notes $ 528,975 $ 20,815 $ 549,790 As of March 31, 2024, the estimated fair value of the 2027 Notes and 2026 Notes was $ 866.6 million and $ 141.7 million , respectively, and was based upon observable, Level 2 inputs, including pricing information from recent trades of the convertible notes. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8 — Stockholders’ Equity Equity Incentive Plan Our 2004 Plan provides for us to grant incentive stock options, non-statutory stock options, restricted stock, stock appreciation rights, restricted stock units, performance shares and performance units to employees, directors, and consultants. We may grant options for terms of up to ten years at prices not lower than 100 % of the fair market value of our common stock on the date of grant. Options granted to new employees generally vest 25 % after one year and monthly thereafter over a period of four years . Options granted to existing employees generally vest monthly over a period of four years . Our annual grant of stock-based compensation t akes place during the first quarter of each year. Our stock options and restricted stock units granted for the first quarter of 2024 was as follows: Grants Weighted Stock options 932,778 $ 64.54 Restricted stock units 1,037,398 $ 63.77 As of March 31, 2024, the total authorized shares under the 2004 Plan available for grant was 5.6 million . Stock-based compensation expense was $ 21.6 million and $ 15.2 million for the three months ended March 31, 2024 and 2023, respectively. Warrants As of December 31, 2023, we had the following warrants outstanding to purchase shares of our common stock which were exercis ed in January 2024: Issuance Date Expiration Date Exercise Price Warrants Outstanding at Warrants Outstanding at Warrants Exercised during Common Shares Issued upon Exercise of Warrants January 2020 January 2030 $ 10.42 12,957 — 12,957 11,335 Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co. On March 1, 2023, we entered into the Amended ATM Facility, with Cantor, under which we may offer and sell, from time to time at our sole discretion, shares of the Common Stock having an aggregate offering price of up to $ 300.0 million through Cantor, as sales agent. The Amended ATM Facility amends, restates and supersedes the Controlled Equity Offering Sales Agreement dated as of March 6, 2019 between the Company and Cantor. Cantor may sell the Common Stock by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or any other trading market for our common stock. Cantor will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Cantor a commission of up to 3.0 % of the aggregate gross sales proceeds of any common stock sold through Cantor under the Amended ATM Facility, and also have provided Cantor with customary indemnification rights. In 2023, we issued 5,016,170 shares of our common stock for net proceeds of $ 164.2 million under the Amended ATM Facility. During the three months ended March 31, 2024, we issued 1,237,460 shares of our common stock for net proceeds of $ 93.6 million under the Amended ATM Facility. Performance Stock Units In March 2024, the Compensation Committee granted a total o f 359,992 performance stock units ("PSUs") to certain employees with a grant date fair value of $ 63.75 per unit. The fair value of the PSUs was determined on the grant date based on the fair value of the Company’s common stock at such time. The PSU awards are subject to two performance goals and will be earned as to up to 50 % of the number of shares subject to the PSU award upon the certification by the Compensation and Talent Committee of the Company’s Board of Directors (the “Compensation Committee”) that the Company has achieved the first performance goal and as to up to 50 % of the number of shares subject to the PSU award upon the certification by the Compensation Committee that the Company has achieved the second performance goal, in each case vesting as to 50 % of the earned shares on applicable Compensation Committee certification date and as to 50 % of the earned shares following the one-year anniversary of the applicable Compensation Committee certification date. During the three months ended March 31, 2024, the Company recognized expense of $ 0.4 million for the PSUs. As of March 31, 2024, there was $ 11.1 million of unamortized stock-based compensation related to the PSUs. The Company will assess the probability of achieving the performance conditions quarterly and the expense recognized will be adjusted accordingly. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies Operating Leases In July 2019, we entered into the Oyster Point Lease of office and laboratory space at a facility located in South San Francisco, California, and we entered into amendments to the Oyster Point Lease in 2020, 2021, 2022, and 2023. The Oyster Point Lease commenced on March 31, 2021 and has an expiration date of October 31, 2033 . |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Cytokinetics, Incorporated was incorporated under the laws of the state of Delaware on August 5, 1997. The Company is a late-stage biopharmaceutical company focused on the discovery and development of novel small molecule therapeutics that modulate muscle function for the potential treatment of serious diseases and medical conditions. Our financial statements contemplate the conduct of our operations in the normal course of business. We have incurred an accumulated deficit of approximately $ 2.2 billion since inception and there can be no assurance that we will attain profitability. We had a net loss of $ 135.6 million and net cash used in operations of $ 129.5 million for the three months ended March 31, 2024. Cash, cash equivalents, and investments decreased to $ 634.3 million as of March 31, 2024 from $ 655.4 million as of December 31, 2023. We anticipate that we will have operating losses and net cash outflows in future periods. We are subject to risks common to late-stage biopharmaceutical companies including, but not limited to, development of new drug candidates, dependence on key personnel, and the ability to obtain additional capital as needed to fund our future plans. Our liquidity will be impaired if sufficient additional capital is not available on terms acceptable to us. To date, we have funded operations primarily through sales of our common stock, contract payments under our collaboration agreements, sales of future revenues and royalties, debt financing arrangements and interest income. Until we achieve profitable operations, we intend to continue to fund operations through payments from strategic collaborations, additional sales of equity securities, grants and debt financings. We have never generated revenues from commercial sales of our drugs and may not have drugs to market for at least several years, if ever. Our success is dependent on our ability to enter into new strategic collaborations and/or raise additional capital and to successfully develop and market one or more of our drug candidates. We cannot be certain that sufficient funds will be available from such a financing or through a collaborator when required or on satisfactory terms. Additionally, there can be no assurance that our drug candidates will be accepted in the marketplace or that any future products can be developed or manufactured at an acceptable cost. These factors could have a material adverse effect on our future financial results, financial position and cash flows. Based on the current status of our research and development activities, we believe that our existing cash, cash equivalents and investments will be sufficient to fund cash requirements for at least the next 12 months after the issuance of this Quarterly Report on Form 10-Q. If, at any time, our prospects for financing our research and development programs decline, we may decide to reduce research and development expenses by delaying, discontinuing or reducing our funding of one or more of our research or development programs. Alternatively, we might raise funds through strategic collaborations, public or private financings or other arrangements. Such funding, if needed, may not be available on favorable terms, or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Basis of Presentation | Basis of Presentation Our condensed consolidated financial statements include the accounts of Cytokinetics and our wholly-owned subsidiaries. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The financial statements include all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair statement of our financial information. These interim results are not necessarily indicative of results to be expected for the full fiscal year or any future interim period. The balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The financial statements and related disclosures have been prepared with the presumption that users of the interim financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K for the year ended December 31, 2023 , as filed with the Securities and Exchange Commission. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates on an ongoing basis. We base our estimates on our historical experience and also on assumptions that we believe are reasonable; however, actual results could significantly differ from those estimates |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard requires disclosure of significant segment expenses and other segment items by reportable segment. The ASU becomes effective for annual periods beginning in 2024 and interim periods in 2025. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. The ASU becomes effective January 1, 2025. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Instruments Excluded from the Computation of Diluted Net Loss Per Share | The following instruments were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been antidilutive (in thousands): March 31, 2024 March 31, 2023 Options to purchase common stock 11,095 12,362 Warrants to purchase common stock — 13 Restricted stock and performance units 1,692 1,438 Shares issuable related to the ESPP 65 49 Shares issuable upon conversion of 2026 Notes 2,003 2,003 Shares issuable upon conversion of 2027 Notes 10,572 10,572 Total shares 25,427 26,437 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Financial Assets Consists of Cash Equivalents and Investments Classified as Available-for-sale Securities Measured on Recurring Basis | The follow tables set forth the fair value of our financial assets, which consists of cash equivalents and investments classified as available-for-sale securities, that were measured on a recurring basis (in thousands): March 31, 2024 Fair Value Amortized Unrealized Unrealized Fair Money market funds Level 1 $ 108,635 $ — $ — $ 108,635 U.S. Treasury securities Level 1 60,920 — ( 46 ) 60,874 U.S. Government agency securities Level 2 104,159 11 ( 149 ) 104,021 Commercial paper Level 2 239,642 18 ( 229 ) 239,431 Corporate obligations Level 2 114,179 14 ( 164 ) 114,029 $ 627,535 $ 43 $ ( 588 ) $ 626,990 December 31, 2023 Fair Value Amortized Unrealized Unrealized Fair Money market funds Level 1 $ 77,429 $ — $ — $ 77,429 U.S. Treasury securities Level 1 34,625 13 ( 15 ) 34,623 U.S. Government agency securities Level 2 175,301 87 ( 133 ) 175,255 Commercial paper Level 2 252,956 156 ( 59 ) 253,053 Corporate obligations Level 2 92,384 103 ( 142 ) 92,345 $ 632,695 $ 359 $ ( 349 ) $ 632,705 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash Equivalents | A reconciliation of cash, cash equivalents, and restricted cash reported in the accompanying condensed consolidated balance sheets to the amount reported within the accompanying condensed consolidated statements of cash flows was as follows (in thousands): March 31, 2024 December 31, 2023 Cash and cash equivalents $ 119,976 $ 113,024 Restricted cash 375 375 Total cash, cash equivalents, and restricted cash as reported within our consolidated statement of cash flows $ 120,351 $ 113,399 |
Summary of Accrued Liabilities | Accrued liabilities were as follows (in thousands): March 31, 2024 December 31, 2023 Accrued liabilities: Clinical and preclinical costs $ 9,163 $ 5,880 Compensation related 16,167 29,255 Other accrued expenses 14,793 7,506 Total accrued liabilities $ 40,123 $ 42,641 |
Agreements with Royalty Pharma
Agreements with Royalty Pharma (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Agreements with Royalty Pharma [Abstract] | |
Schedule of Initial Consideration | The initial consideration was allocated as follows (in thousands): Fair Value Proceeds Allocation Units of Accounting: Revenue Participation Right Purchase Agreement $ 69,498 $ 100,000 $ 89,571 Development Funding Loan Agreement 46,887 50,000 60,429 Total consideration $ 116,385 $ 150,000 $ 150,000 |
Schedule of Future Minimum Payments under Term Loan Agreement | Future minimum payments under the existing borrowing under RP Loan Agreement are (in thousands): Years ending December 31: 2024 remainder $ 8,640 2025 11,520 2026 11,520 2027 11,520 2028 11,520 Thereafter 37,440 Future minimum payments 92,160 Less: Unamortized interest and loan costs ( 23,818 ) Term Loan, net $ 68,342 |
Schedule of Activity within Liabilities Related to Sale of Future Royalties | Changes to the RP Aficamten Liability and the RP OM Liability are as follows (in thousands): RP Aficamten Liability RP OM Liability 2024 2023 2024 2023 Beginning balance, January 1 $ 180,591 $ 105,117 $ 199,384 $ 195,384 Initial carrying value — — — — Interest accretion 10,239 5,363 ( 21 ) 917 Amortization of issuance costs — — 26 33 Ending balance, March 31 $ 190,830 $ 110,480 $ 199,389 $ 196,334 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Interest Cost Relating to Notes | The following table presents the total amo unt of interest cost recognized relating to the 2026 Notes (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Contractual interest expense $ 212 $ 211 Amortization of debt issuance costs 28 23 Total interest expense recognized $ 240 $ 234 The following table presents the total amo unt of interest cost recognized relating to the 2027 Notes (in thousands): Three Months Ended March 31, 2024 March 31, 2023 Contractual interest expense $ 4,725 $ 4,724 Amortization of debt issuance costs 773 682 Total interest expense recognized $ 5,498 $ 5,406 |
Schedule of Maturities of Notes | Future minimum payments under the 2027 Notes and 2026 Notes are (in thousands): Years ending December 31: 2027 Notes 2026 Notes Total 2024 remainder $ 9,450 $ 845 $ 10,295 2025 18,900 845 19,745 2026 18,900 21,978 40,878 2027 558,900 — 558,900 Future minimum payments 606,150 23,668 629,818 Less: Interest ( 66,150 ) ( 2,536 ) ( 68,686 ) Convertible notes, principal amount 540,000 21,132 561,132 Less: Debt issuance costs on the convertible notes ( 11,025 ) ( 317 ) ( 11,342 ) Net carrying amount of the convertible notes $ 528,975 $ 20,815 $ 549,790 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Options and Restricted Stock Units Granted | Our annual grant of stock-based compensation t akes place during the first quarter of each year. Our stock options and restricted stock units granted for the first quarter of 2024 was as follows: Grants Weighted Stock options 932,778 $ 64.54 Restricted stock units 1,037,398 $ 63.77 |
Summary of Warrants Outstanding to Purchase Shares of Common Stock | As of December 31, 2023, we had the following warrants outstanding to purchase shares of our common stock which were exercis ed in January 2024: Issuance Date Expiration Date Exercise Price Warrants Outstanding at Warrants Outstanding at Warrants Exercised during Common Shares Issued upon Exercise of Warrants January 2020 January 2030 $ 10.42 12,957 — 12,957 11,335 |
Organization and Significant _3
Organization and Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Accumulated deficit incurred | $ (2,247,881) | $ (2,112,238) | |
Cash requirements term | 12 months | ||
Net Income (Loss) | $ (135,643) | $ (131,289) | |
Cash, cash equivalents and investments | 634,300 | $ 655,400 | |
Net cash provided by (used in) operating activities | $ 129,507 | $ 122,286 |
Net Loss Per Share - Instrument
Net Loss Per Share - Instruments Excluded from the Computation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 25,427 | 26,437 |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 11,095 | 12,362 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 0 | 13 |
Restricted Stock and Performance Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 1,692 | 1,438 |
Shares Issuable Related to the ESSP [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 65 | 49 |
2026 Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 2,003 | 2,003 |
2027 Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares | 10,572 | 10,572 |
Research and Development Arra_2
Research and Development Arrangements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | ||||||
Dec. 20, 2021 | Apr. 23, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 14, 2020 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Total revenues | $ 835 | $ 4,613 | ||||||
Accounts receivable | 834 | $ 1,283 | ||||||
Amount received as milestone payment | 2,500 | |||||||
Net proceeds of issuance of common stock | 93,640 | 0 | ||||||
Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Nonrefundable payment obligation | $ 50,000 | |||||||
Ji Xing Aficamten License and Collaboration Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Accounts receivable | 800 | 300 | ||||||
Upfront payment received | $ 25,000 | |||||||
Common Stock Purchase Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Shares Issued, price per share | $ 39.125 | |||||||
Shares, Issued | 0.5 | |||||||
Net proceeds of issuance of common stock | $ 20,000 | |||||||
Common stock purchase agreement date | Dec. 31, 2021 | |||||||
Maximum [Member] | Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Potential additional payments receivable | $ 330,000 | |||||||
Maximum [Member] | Ji Xing Aficamten License and Collaboration Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Potential additional payments receivable | $ 200,000 | |||||||
2016 Astellas Amendment [Member] | Maximum [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Payment of development costs for clinical trials of reldesemtiv | $ 12,000 | |||||||
Reimbursement of clinical development costs | 12,000 | |||||||
Rights Granted [Member] | Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Nonrefundable payment obligation | 40,000 | |||||||
New Drug Application [Member] | Ji Xing Omecamtiv Mecarbil License and Collaboration Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Nonrefundable payment obligation | $ 10,000 | |||||||
License Revenues [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Total revenues | $ 54,900 | |||||||
License Revenues [Member] | Ji Xing Aficamten License and Collaboration Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Total revenues | $ 36,500 | |||||||
Research and Development Revenues [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Total revenues | 835 | 2,113 | ||||||
Research and Development Revenues [Member] | Ji Xing Aficamten License and Collaboration Agreement [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Total revenues | 800 | $ 300 | ||||||
Astellas [Member] | Research and Development Revenues [Member] | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Total revenues | $ 0 | $ 1,800 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Assets Consists of Cash Equivalents and Investments Classified as Available-for-sale Securities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - Cash and Cash Equivalents and Investments [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 627,535 | $ 632,695 |
Unrealized Gains | 43 | 359 |
Unrealized Losses | (588) | (349) |
Fair Value | 626,990 | 632,705 |
Money Market Funds [Member] | Fair Value Measurements Using Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 108,635 | 77,429 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 108,635 | 77,429 |
U.S. Treasury Securities [Member] | Fair Value Measurements Using Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 60,920 | 34,625 |
Unrealized Gains | 0 | 13 |
Unrealized Losses | (46) | (15) |
Fair Value | 60,874 | 34,623 |
U.S. Government agency securities | Fair Value Measurements Using Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 104,159 | 175,301 |
Unrealized Gains | 11 | 87 |
Unrealized Losses | (149) | (133) |
Fair Value | 104,021 | 175,255 |
Commercial Paper [Member] | Fair Value Measurements Using Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 239,642 | 252,956 |
Unrealized Gains | 18 | 156 |
Unrealized Losses | (229) | (59) |
Fair Value | 239,431 | 253,053 |
Corporate Obligations [Member] | Fair Value Measurements Using Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 114,179 | 92,384 |
Unrealized Gains | 14 | 103 |
Unrealized Losses | (164) | (142) |
Fair Value | $ 114,029 | $ 92,345 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | ||
Credit losses on debt securities | $ 0 | $ 0 |
Balance Sheet Components - Reco
Balance Sheet Components - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 119,976 | $ 113,024 | ||
Restricted cash | 375 | 375 | ||
Total cash, cash equivalents, and restricted cash as reported within our consolidated statement of cash flows | $ 120,351 | $ 113,399 | $ 103,216 | $ 67,182 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Restricted cash | $ 375 | $ 375 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued liabilities: | ||
Clinical and preclinical costs | $ 9,163 | $ 5,880 |
Compensation related | 16,167 | 29,255 |
Other accrued expenses | 14,793 | 7,506 |
Total accrued liabilities | $ 40,123 | $ 42,641 |
Agreements with Royalty Pharm_2
Agreements with Royalty Pharma - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jan. 07, 2022 | Mar. 31, 2022 | Feb. 28, 2017 | Mar. 31, 2024 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Jul. 01, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Long term debt | $ 629,818 | |||||||||
Debt Instrument, Face Amount | 561,132 | |||||||||
Arrangement consideration of debt transaction | $ 150,000 | |||||||||
Liabilities | 1,204,242 | $ 1,210,639 | ||||||||
RP Loan Agreement [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Long term debt | $ 68,342 | |||||||||
2022 Royalty Pharma Transactions [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Milestone payment | 50,000 | |||||||||
2022 Royalty Pharma Transactions [Member] | RP Aficamten RPA, RPI ICAV [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Upfront payment | 50,000 | |||||||||
Purchased rights to certain revenue streams from net sales in consideration payment | $ 50,000 | |||||||||
Percentage of net sales payable | 4.50% | |||||||||
4.5% of net revenue to be receivable from annual worldwide net sales | $ 1,000,000 | |||||||||
Percentage of net sales payable for excess of annual worldwide net sales | 3.50% | |||||||||
3.5% of net sales payable for excess of annual worldwide net sales | $ 1,000,000 | |||||||||
Imputed rate of interest on unamortized portion of liability | 24.80% | 22.40% | ||||||||
2022 Royalty Pharma Transactions [Member] | RP Aficamten RPA, RPI ICAV [Member] | oHCM [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Additional consideration amount paid of first pivotal clinical trail | $ 50,000 | |||||||||
2022 Royalty Pharma Transactions [Member] | RP Aficamten RPA, RPI ICAV [Member] | nHCM [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Additional consideration amount paid of first pivotal clinical trail | $ 50,000 | |||||||||
2022 Royalty Pharma Transactions [Member] | RP Aficamten RPA, RPI ICAV [Member] | Maximum [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Purchased rights to certain revenue streams from net sales in consideration payment | $ 150,000 | |||||||||
2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Estimated fair value of long term debt | $ 51,900 | |||||||||
Term loan, maturity year | 10 years | |||||||||
Debt instrument effective interest rate | 7.65% | |||||||||
Applicable prepayment charges on term loan | $ 34,600 | |||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||
2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | Term Loan Tranche 1 Tranche 4 and Tranche 5 [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Repayable loan percentage to principal amount Including interest and other fees | 190% | |||||||||
2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | Term Loan Tranche 2 and Tranche 3 [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Repayable loan percentage to principal amount Including interest and other fees | 200% | |||||||||
2022 Royalty Pharma Transactions [Member] | RP Aficamten RPA [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Additional consideration amount paid | $ 50,000 | |||||||||
Royalty Purchase Finance Trust Agreement [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Liabilities related to revenue participation right purchase agreements, net | $ 199,389 | $ 199,384 | $ 196,334 | $ 195,384 | ||||||
Royalty Purchase Finance Trust Agreement [Member] | RP OM RPA [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Imputed rate of interest on unamortized liability | 0.10% | 1.90% | ||||||||
Non-cash interest expense recognized | $ 92,300 | |||||||||
CRL Option [Member] | 2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Term loan, maximum borrowing capacity | $ 300,000 | |||||||||
Term loan, current borrowing capacity | 50,000 | |||||||||
Term loan, remaining borrowing capacity | 250,000 | |||||||||
CRL Option [Member] | 2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | Term Loan Tranche 2 [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Long term debt | 50,000 | |||||||||
CRL Option [Member] | 2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | Term Loan Tranche 3 [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Long term debt | 25,000 | |||||||||
CRL Option [Member] | 2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | Term Loan Tranche 4 [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Term loan, maximum borrowing capacity | 75,000 | |||||||||
Long term debt | 75,000 | |||||||||
CRL Option [Member] | 2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | Term Loan Tranche 4 [Member] | Minimum [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Term loan, current borrowing capacity | 50,000 | |||||||||
CRL Option [Member] | 2022 Royalty Pharma Transactions [Member] | RP Loan Agreement [Member] | Term Loan Tranche 5 [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Term loan, remaining borrowing capacity | $ 100,000 | |||||||||
Long term debt | $ 100,000 | |||||||||
CRL Option [Member] | Royalty Purchase Finance Trust Agreement [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Cash payment under royalty agreement | $ 90,000 | |||||||||
Purchase of common stock shares | 875,656 | |||||||||
Stock issued during period, value, issued for services | $ 10,000 | |||||||||
Liabilities | $ 92,300 | |||||||||
Additional percent of royalty on net sale | 1% | |||||||||
CRL Option [Member] | Royalty Purchase Finance Trust Agreement [Member] | Maximum [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Percent of royalty on net sale | 5.50% | |||||||||
Increase in royalty rate | 5.50% | |||||||||
CRL Option [Member] | Royalty Purchase Finance Trust Agreement [Member] | Minimum [Member] | ||||||||||
Liabilities Related to Revenue Participation Right Purchase Agreements [Line Items] | ||||||||||
Percent of royalty on net sale | 4.50% |
Agreements with Royalty Pharm_3
Agreements with Royalty Pharma - Schedule of Initial Consideration (Detail) - 2022 Royalty Pharma Transactions [Member] $ in Thousands | Jan. 07, 2022 USD ($) |
Debt Instrument [Line Items] | |
Consideration Fair Value | $ 116,385 |
Consideration proceeds | 150,000 |
Consideration allocation | 150,000 |
Revenue Participation Right Purchase Agreements [Member] | |
Debt Instrument [Line Items] | |
Consideration Fair Value | 69,498 |
Consideration proceeds | 100,000 |
Consideration allocation | 89,571 |
Development Funding Loan Agreement [Member] | |
Debt Instrument [Line Items] | |
Consideration Fair Value | 46,887 |
Consideration proceeds | 50,000 |
Consideration allocation | $ 60,429 |
Agreements with Royalty Pharm_4
Agreements with Royalty Pharma - Schedule of Future Minimum Payments under Term Loan Agreement (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Instrument [Line Items] | |
2024 remainder | $ 10,295 |
2025 | 19,745 |
2026 | 40,878 |
2027 | 558,900 |
Less: Unamortized interest and loan costs | (11,342) |
Term Loan, net | 629,818 |
RP Loan Agreement [Member] | |
Debt Instrument [Line Items] | |
2024 remainder | 8,640 |
2025 | 11,520 |
2026 | 11,520 |
2027 | 11,520 |
2028 | 11,520 |
Thereafter | 37,440 |
Future minimum payments | 92,160 |
Less: Unamortized interest and loan costs | (23,818) |
Term Loan, net | $ 68,342 |
Agreements with Royalty Pharm_5
Agreements with Royalty Pharma - Schedule Represents Allocation of Transaction Consideration on a Relative Fair Value Basis to the Liability and the Common Stock (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
RP Aficamten Liability [Member] | ||
Royalty Liability [Line Items] | ||
Liabilities related to revenue participation right purchase agreements, net beginning balance | $ 180,591 | $ 105,117 |
Initial carrying value | 0 | 0 |
Interest accretion | 10,239 | 5,363 |
Amortization of issuance costs | 0 | 0 |
Liabilities related to revenue participation right purchase agreements, net ending balance | 190,830 | 110,480 |
RPOM Liability [Member] | ||
Royalty Liability [Line Items] | ||
Liabilities related to revenue participation right purchase agreements, net beginning balance | 199,384 | 195,384 |
Initial carrying value | 0 | 0 |
Interest accretion | (21) | 917 |
Amortization of issuance costs | 26 | 33 |
Liabilities related to revenue participation right purchase agreements, net ending balance | $ 199,389 | $ 196,334 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 3 Months Ended | |||
Jul. 06, 2022 USD ($) $ / shares shares | Nov. 13, 2019 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) Days | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Principal amount of original loan | $ 561,132,000 | |||
2026 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount of original loan | $ 138,000,000 | 21,132,000 | ||
Issuance of shares of common stock | shares | 8,071,343 | |||
Repurchase of principal amount of original loan | $ 116,900,000 | |||
Aggregate principal amount remaining | $ 21,100,000 | |||
Number of instalments description | payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2023 | |||
Convertible notes, maturity date | Nov. 15, 2026 | |||
Convertible debt, fair value | $ 141,700,000 | |||
Convertible notes, interest rate | 4% | |||
Convertible notes, sinking fund | $ 0 | |||
Convertible notes, shares issued | shares | 94.7811 | |||
Convertible notes, principal amount | $ 1,000 | |||
Convertible notes, initial conversion price | $ / shares | $ 10.55 | |||
Convertible notes, type of equity security issued | common stock | |||
Convertible notes, percentage of conversion price | 130% | |||
Convertible notes, trading days | Days | 20 | |||
Convertible notes, consecutive trading days | Days | 30 | |||
Convertible notes, redemption description | The 2026 Notes are redeemable, in whole or in part, at our option at any time, and from time to time, and, in the case of any partial redemption, on or before the 60th scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we may send the related redemption notice; and (ii) the trading day immediately before the date we may send such notice. | |||
Debt instrument, unamortized debt issuance cost | $ 300,000 | |||
Unamortized debt discount amortization period | 2 years 8 months 12 days | |||
2026 Notes [Member] | Liability [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument effective interest rate | 4.60% | 4.60% | ||
2027 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount of original loan | 540,000,000 | $ 540,000,000 | ||
Payment associated with convertible notes | $ 140,300,000 | |||
Aggregate principal amount remaining | $ 540,000,000 | |||
Number of instalments description | payable semi-annually on May 15 and December 15 of each year, beginning May 15, 2020 | |||
Convertible notes, maturity date | Jul. 01, 2027 | |||
Convertible debt, fair value | $ 866,600,000 | |||
Convertible notes, interest rate | 3.50% | |||
Convertible notes, shares issued | shares | 19.5783 | |||
Convertible notes, principal amount | $ 1,000 | |||
Convertible notes, initial conversion price | $ / shares | $ 51.08 | |||
Convertible notes, type of equity security issued | common stock | |||
Convertible notes, conversion description | Holders of the 2027 Notes have the option to convert their convertible notes only in the following circumstances: (i) if the last reported sale price per share of our common stock exceeds 130% of the conversion price for at least 20 trading days within a 30-day period starting from the last trading day of the preceding quarter after September 30, 2022; (ii) within 5 consecutive business days following any 10 consecutive trading day period if the trading price per $1,000 principal amount of 2027 Notes during such period falls below 98% of the product of the last reported sale price per share of our common stock and the conversion rate; (iii) upon certain corporate events or distributions on our common stock outlined in the 2027 Indenture; (iv) upon our call for redemption of the 2027 Notes; and (v) from March 1, 2027, until the scheduled trading day immediately preceding the maturity date. Circumstance (i) defined above was triggered upon the calculation completed for April 1, 2024. | The 2027 Notes are convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on the applicable conversion rate(s). The initial conversion rate for the 2027 Notes is 19.5783 shares of our common stock per $1,000 principal amount of such Notes, which is equivalent to an initial conversion price of approximately $51.08 per share. | ||
Convertible notes, redemption description | Consequently the 2027 Notes are redeemable at the option of the holders for the second quarter of 2024. This calculation will continue to be re-evaluated on a quarterly basis. We may not redeem the 2027 Notes at our option at any time before July 7, 2025. The 2027 Notes will be redeemable, in whole or in part (subject to the “Partial Redemption Limitation” (as defined in the 2027 Indenture)), at our option at any time, and from time to time, on or after July 7, 2025 | |||
Debt instrument, unamortized debt issuance cost | $ 11,000,000 | |||
Unamortized debt discount amortization period | 3 years 3 months 18 days | |||
2027 Notes [Member] | Liability [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument effective interest rate | 4.20% | 4.20% | ||
2027 Notes [Member] | Debt Instrument Convertible Covenant One [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, percentage of conversion price | 130% | |||
Convertible notes, trading days | Days | 20 | |||
Convertible notes, consecutive trading days | Days | 30 | |||
2027 Notes [Member] | Debt Instrument Convertible Covenant Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible notes, percentage of last reported sale price of common stock | 98% | |||
Convertible notes, trading days | Days | 5 | |||
Convertible notes, consecutive trading days | Days | 10 |
Debt - Schedule of Interest Cos
Debt - Schedule of Interest Cost Relating to 2026 and 2027 Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
2026 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 212 | $ 211 |
Amortization of debt issuance costs | 28 | 23 |
Total interest expense recognized | 240 | 234 |
2027 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 4,725 | 4,724 |
Amortization of debt issuance costs | 773 | 682 |
Total interest expense recognized | $ 5,498 | $ 5,406 |
Debt - Schedule of Future Minim
Debt - Schedule of Future Minimum Payments under 2026 Notes and 2027 Notes (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 06, 2022 | Nov. 13, 2019 |
Debt Instrument [Line Items] | ||||
2024 remainder | $ 10,295 | |||
2025 | 19,745 | |||
2026 | 40,878 | |||
2027 | 558,900 | |||
Future minimum payments | 629,818 | |||
Less: Interest | (68,686) | |||
Convertible notes, principal amount | 561,132 | |||
Less: Debt issuance costs on the convertible notes | (11,342) | |||
Net carrying amount of the convertible notes | 549,790 | $ 548,989 | ||
2026 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
2024 remainder | 845 | |||
2025 | 845 | |||
2026 | 21,978 | |||
2027 | 0 | |||
Future minimum payments | 23,668 | |||
Less: Interest | (2,536) | |||
Convertible notes, principal amount | 21,132 | $ 138,000 | ||
Less: Debt issuance costs on the convertible notes | (317) | |||
Net carrying amount of the convertible notes | 20,815 | |||
2027 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
2024 remainder | 9,450 | |||
2025 | 18,900 | |||
2026 | 18,900 | |||
2027 | 558,900 | |||
Future minimum payments | 606,150 | |||
Less: Interest | (66,150) | |||
Convertible notes, principal amount | 540,000 | $ 540,000 | ||
Less: Debt issuance costs on the convertible notes | (11,025) | |||
Net carrying amount of the convertible notes | $ 528,975 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) Tranche $ / shares shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Mar. 01, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Allocated share based compensation expense | $ 21,600 | $ 15,200 | |||
Proceeds from issuance of common stock related to at-the-market offering, net of issuance costs | 93,640 | $ 0 | |||
Unamortized/unrecognized stock-based compensation expense related to PSUs | $ 11,100 | $ 11,100 | |||
Cantor [Member] | Amended ATM Facility [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock under at-the-market offering, net of issuance costs, shares | shares | 1,237,460 | 1,237,460 | 5,016,170 | ||
Proceeds from issuance of common stock related to at-the-market offering, net of issuance costs | $ 93,600 | $ 164,200 | |||
Maximum offering price of common stock under At The Market agreement | $ 300,000 | ||||
Maximum percentage commission to be paid on gross proceedings under at the market agreement | 3% | ||||
2004 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term to grant nonstatutory stock options and incentive stock options | 10 years | ||||
Option grant prices as percentage of the fair market value of the common stock | 100% | ||||
Percentage of options grant to new employees | 25% | ||||
Shares available for grant | shares | 5,600,000 | 5,600,000 | |||
2004 Plan [Member] | New Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting right | Options granted to new employees generally vest 25% after one year and monthly thereafter over a period of four years | ||||
Period from percentage of stock option vested | 1 year | ||||
Vesting period | 4 years | ||||
2004 Plan [Member] | Existing Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting right | Options granted to existing employees generally vest monthly over a period of four years | ||||
Vesting period | 4 years | ||||
Performance Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for grant | shares | 359,992 | 359,992 | |||
Per unit weighted average grant date fair value | $ / shares | $ 63.75 | ||||
Number of tranche | Tranche | 2 | ||||
Allocated share based compensation expense | $ 400 | ||||
Performance Stock Units [Member] | Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share based payment award award vesting rights percentage | 50% | ||||
Performance Stock Units [Member] | Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share based payment award award vesting rights percentage | 50% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options and Restricted Stock Units Granted (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Employee Stock Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock options, Grants | shares | 932,778 |
Stock options, Weighted average date fair value per share | $ / shares | $ 64.54 |
Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units, Grants | shares | 1,037,398 |
Restricted stock units, Weighted average date fair value per share | $ / shares | $ 63.77 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Warrants Outstanding to Purchase Shares of Common Stock (Details) - Oxford and Silicon Valley Bank [Member] - January 2020 [Member] - New Loan and Security Agreement [Member] - 2019 Term Loan [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price | $ 10.42 | |
Expiration Date | 2030-01 | |
Warrants Outstanding | 0 | 12,957 |
Warrants Exercised | 12,957 | |
Common Shares Issued upon Exercise of Warrants | 11,335 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Oyster Point Lease [Member] - California [Member] | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2024 | |
Lessee Lease Description [Line Items] | ||
Operating lease, lease expiration date | Oct. 31, 2033 | |
Operating lease, commencement date | Mar. 31, 2021 |